TRANSAMERICA INVESTORS INC, N-1A EL, 1995-11-17

TRANSAMERICA INVESTORS INC
N-1A EL, 1995-11-17

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<PAGE>

As filed with the Securities and Exchange Commission on April 3, 1995

Registration No. 33-90888
------
811-_____

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

FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [x]
Pre-Effective Amendment No. _____ [_]

Post-Effective Amendment No. ____ [_]

and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [x]
Amendment No. ____ [_]

TRANSAMERICA INVESTORS, INC.
----------------------------
(Exact Name of Registrant)

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

Registrant's Telephone Number, including Area Code:
(213) 742-2111

<TABLE>
<CAPTION>
Name and Address of Agent for Service: Copy to:
<S> <C>
Reid A. Evers, Esquire Frederick R. Bellamy, Esquire
Second Vice President, Assistant General Counsel Sutherland, Asbill & Brennan
Transamerica Occidental Life Insurance Co. 1275 Pennsylvania Avenue, N.W.
1150 South Olive Washington, D.C. 20004-2404
Los Angeles, CA 90015
</TABLE>

Approximate date of proposed public offering:
As soon as practicable after effectiveness of the Registration Statement.

Declaration required pursuant to Rule 24f-2 of the Investment Company Act of
1940: An indefinite number of shares of Common Stock of the Registrant is being
registered by this Registration Statement. The $500 filing fee required by said
Rule is being paid herewith.

The Registrant hereby amends its Registration Statement under the Securities Act
of 1933 on such date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which specifically states
that this Registration Statement shall hereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
<PAGE>

TRANSAMERICA INVESTORS, INC.
Registration Statement on Form N-1A

CROSS REFERENCE SHEET
Pursuant to Rule 481(a)

<TABLE>
<CAPTION>
N-1A
Item No. Caption
- -------- -------
PART A INFORMATION REQUIRED IN A PROSPECTUS
<S> <C> <C>
1. Cover Page.................................................................................... Cover Page

2. Synopsis...............................................................................Portfolio Expenses

3. Condensed Financial Information............................................................Not Applicable

4. General Description of Registrant......................................The Premier Portfolios at a Glance
A Discussion about Risk
General Information
Transamerica Premier Portfolios in Detail
Portfolio Investment Procedures

5. Management of the Fund................................................................The Management Team
Investment Adviser and Administrator
General Information

5A. Management's Discussion of Performance...................................Investment Adviser's Performance

6. Capital Stock and Other Securities....................................................The Management Team
Shareholder Services
How to Exchange Shares
Dividends and Capital Gains
What About Taxes?
General Information

7. Purchase of Securities Being Offered.................................................Opening Your Account
How to Buy Shares
Shareholder Services
General Information
Share Price
Other Investor Requirements and Services

8. Redemption or Repurchase...............................................................How to Sell Shares

9. Pending Legal Proceedings.............................................................General Information
</TABLE>

-2-

<PAGE>

PART B INFORMATION REQUIRED IN THE
STATEMENT OF ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
N-1A
Item No. Caption
- -------- -------
<S> <C> <C>
10. Cover Page.........................................................................................Cover Page

11. Table of Contents....................................................................................Contents

12. General Information and History................................................................Not Applicable

13. Investment Objectives and Policies....................................................Investment Restrictions
Description of Corporate Bond Ratings
Description of Fixed-Income Instruments
Portfolio Investments Procedure
Portfolio Turnover

14. Management of the Registrant........................................................Management of the Company
Investment Advisory and Other Services

15. Control Persons and Principal
Holders of Securities..........................................................................Not Applicable

16. Investment Advisory and
Other Services.........................................................Investment Advisory and Other Services

17. Brokerage Allocation and Other
Practices................................................................................Brokerage Allocation

18. Capital Stock and Other Securities..........................................................Exchange Privilege

19. Purchase, Redemption and Pricing
of Securities Being Offered..................................................Determination of Net Asset Value

20. Tax Status......................................................................................Not Applicable

21. Underwriters....................................................................................Not Applicable

22. Calculation of Performance Data........................................................Performance Information

23. Financial Statements......................................................................Financial Statements
</TABLE>

-3-
<PAGE>

PART C OTHER INFORMATION

Information required to be included in Part C is set forth under the appropriate
Item, so numbered, in Part C to this Registration Statement.

-4-
<PAGE>

PART A
INFORMATION REQUIRED IN A PROSPECTUS
<PAGE>

PROSPECTUS: ____________, 1995

TRANSAMERICA
PREMIER PORTFOLIOS
INVESTOR SHARES

YOUR GUIDE This guide (the "Prospectus") will provide you with helpful insights
and details about the Transamerica Premier Portfolios. It is intended to give
you what you need to know before investing. Please read it carefully and save it
for future reference.

TRANSAMERICA INVESTORS Transamerica Investors, Inc. (also referred to as the
Company or we, us, or our) is an open-end, diversified investment management
company. We currently offer a mutual fund series, called Transamerica Premier
Portfolios. Each Portfolio is managed separately and has its own investment
objective, strategies and policies designed to meet different goals.

THE PREMIER PORTFOLIOS
. Transamerica Premier Equity Portfolio
. Transamerica Premier Equity Index Portfolio
. Transamerica Premier Bond Portfolio
. Transamerica Premier Balanced Portfolio
. Transamerica Premier Intermediate Government Portfolio
. Transamerica Premier Cash Reserve Portfolio

FOR ADDITIONAL INFORMATION AND ASSISTANCE For additional details about the
Portfolios, you can call 1-800 [insert fulfill number], or write to Transamerica
Investors, Inc., P.O. Box [insert box number], Boston, Massachusetts 02266-
[insert code]. A free Statement of Additional Information (the "SAI") is
available by calling the above number, which has been filed with the Securities
and Exchange Commission. The SAI is a part of this Prospectus by reference.

LIKE ALL MUTUAL FUND SHARES, THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE TRANSAMERICA PREMIER CASH RESERVE PORTFOLIO IS NEITHER INSURED NOR
GUARANTEED BY THE UNITED STATES GOVERNMENT, AND THERE CAN BE NO ASSURANCE THAT
THE PORTFOLIO WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER
SHARE.
<PAGE>

CONTENTS

SECTION PAGE
THE PREMIER PORTFOLIOS AT A GLANCE . . . . . . . . . . . . . . .
[margin] HERE'S WHERE YOU
CAN GET A QUICK OVERVIEW OF
THE PORTFOLIOS' INVESTMENT
OBJECTIVES, STRATEGIES, AND
POLICIES, AND SEE IF YOU'RE
THE TYPE OF INVESTOR WHO
MIGHT BE INTERESTED IN THESE
PORTFOLIOS.

PORTFOLIO EXPENSES . . . . . . . . . . . . . . . . . . . . . . .
[margin] ALL OF THE FEES
AND EXPENSES ARE SPELLED
OUT HERE, SO YOU CAN SEE
HOW THESE COSTS COMPARE
WITH OTHER FUNDS.

THE MANAGEMENT TEAM . . . . . . . . . . . . . . . . . . . . . . .

INVESTMENT ADVISER'S PERFORMANCE . . . . .
[margin] READ THIS SECTION
FOR INFORMATION ABOUT THE
INVESTMENT ADVISER,
INCLUDING SOME INVESTMENT
PERFORMANCE NUMBERS YOU
CAN USE TO COMPARE WITH
OTHER FUNDS.

TRANSAMERICA PREMIER PORTFOLIOS IN DETAIL. . . . . . . . . . . . .
Transamerica Premier Equity Portfolio . . . . . . . . . . . .
Transamerica Premier Equity Index Portfolio . . . . . . . . .
Transamerica Premier Bond Portfolio . . . . . . . . . . . . .
Transamerica Premier Balanced Portfolio . . . . . . . . . . .
Transamerica Premier Intermediate Government Portfolio. . . .
Transamerica Premier Cash Reserve Portfolio . . . . . . . . .
What is Fundamental?. . . . . . . . . . . . . . . . . . . . .

A DISCUSSION ABOUT RISK . . . . . . . . . . . . . . . . . . . . .

[margin] YOUR TOLERANCE
FOR RISK IS ONE MAJOR
PART OF YOUR INVESTMENT
DECISION. YOU SHOULD BE
AWARE OF SEVERAL TYPES
OF RISK RELATED TO THE
PORTFOLIOS, WHICH ARE
EXPLAINED IN THIS
SECTION.

SHAREHOLDER SERVICES . . . . . . . . . . . . . . . . . . . . . . .
[margin] WE OFFER A
NUMBER OF SERVICES
THAT MAKE INVESTING
IN THE PORTFOLIOS
SIMPLE AND EFFICIENT,
LIKE OUR AUTOMATIC
INVESTMENT PLAN.
THIS SECTION LISTS
AND DESCRIBES THESE
SPECIAL SERVICES.

OPENING YOUR ACCOUNT . . . . . . . . . . . . . . . . . . . . .
[margin] THESE SECTIONS
CAN HELP YOU UNDERSTAND
HOW THE TRANSAMERICA
PREMIER PORTFOLIOS CAN
BE EASILY AND
CONVENIENTLY USED TO
MEET YOUR NEEDS.

2
<PAGE>

HOW TO BUY SHARES . . . . . . . . . . . . . . . . . . . . . . . . . .

HOW TO SELL SHARES . . . . . . . . . . . . . . . . . . . . . . . . . .

HOW TO EXCHANGE SHARES. . . . . . . . . . . . . . . .. . . . . . . . .

OTHER INVESTOR REQUIREMENTS AND SERVICES . . . . . . . . . . . . . . .

DIVIDENDS AND CAPITAL GAINS . . . . . . . . . . . . . . . . . . . . .
[margin] ONE OF THE
ADVANTAGES OF INVESTING
IN MUTUAL FUNDS IS THE
POTENTIAL TO RECEIVE
DIVIDENDS AND/OR
CAPITAL GAINS. YOU
CHOOSE HOW YOU WANT
TO RECEIVE THESE.

WHAT ABOUT TAXES? . . . . . . . . . . . . . . . . . . . . . . . . . .

SHARE PRICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

INVESTMENT ADVISER AND ADMINISTRATOR . . . . . . . . . . . . . . . .

PORTFOLIO INVESTMENT PROCEDURES . . . . . . . . . . . . . . . . . . .

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . .

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY STATE OR
OTHER JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER IN
SUCH STATE OR OTHER JURISDICTION.

THE PREMIER PORTFOLIOS AT A GLANCE

The Transamerica Premier Portfolios consist of six
Portfolios with different investment objectives and risk levels,
which invest in a range of securities types. There is no
guarantee that these investment objectives will be met. These
short descriptions will give you a summary of each Portfolio. A
more detailed description for each Portfolio is in "Transamerica
Premier Portfolios in Detail" on page____. The Portfolios are
listed in order of most to least risk.

TRANSAMERICA PREMIER EQUITY PORTFOLIO
. We seek to maximize long-term capital appreciation for this
Portfolio.
. We invest primarily in common stocks of high quality growth
companies that we consider to be undervalued in the stock
market.
. 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.

3
<PAGE>

TRANSAMERICA PREMIER EQUITY INDEX PORTFOLIO
. We seek to track the performance of the Standard & Poor's 500
Composite Stock Price Index, also known as the S&P 500 Index,
for this Portfolio.
. We attempt to reproduce the overall investment characteristics
of the S&P 500 Index by using a combination of management
techniques. Our stock purchases reflect the S&P 500 Index, but
we make no attempt to forecast general market movements.
. The Portfolio is intended for investors who wish to
participate in the overall growth of the 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.

TRANSAMERICA PREMIER BOND PORTFOLIO
. We seek to achieve a high total return (income plus capital
changes) consistent with preservation of principal for this
Portfolio.
. We invest primarily in a diversified selection of investment
grade corporate and government bonds and mortgage-backed
securities.
. The Portfolio is intended for investors who have the
perspective, patience, and financial ability to take on above-
average bond price volatility in pursuit of a high total
return produced by income from longer-term securities and
capital changes from undervalued credit strength.

TRANSAMERICA PREMIER BALANCED PORTFOLIO

. We seek 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) for this Portfolio.
. We invest in a diversified selection of common stocks, bonds,
and money market instruments and other short-term debt
securities.
. The Portfolio is intended for investors who wish to
participate in both the equity and debt markets, but who wish
to leave the allocation of the balance between them to
professional management. Investors should have the
perspective, patience, and financial ability to take on
average market volatility in pursuit of long-term total return
that balances capital growth and current income.

TRANSAMERICA PREMIER INTERMEDIATE GOVERNMENT PORTFOLIO
. We seek to achieve a high level of current income with the
security of investing in government securities for this
Portfolio.
. We generally invest in securities with an expected average
life at time of purchase of less than 10 years. These
securities are issued or guaranteed by the U.S. Government,
its agencies or instrumentalities, or its political
subdivisions.
. The Portfolio is intended for investors who wish to earn
higher income than is available from money market funds.
Investors should have the perspective and patience to accept
lower income than they would from longer-term bond funds for
the advantage of relatively low market and credit risk over
the long term.

4
<PAGE>

TRANSAMERICA PREMIER CASH RESERVE PORTFOLIO
. This is a money market fund. We seek to maximize current
income consistent with liquidity and preservation of principal
for this Portfolio.
. We invest primarily in high quality U.S. dollar-denominated
money market instruments with remaining maturities of 13
months or less.
. The Portfolio provides a low risk, relatively low cost way to
maximize current income through high quality money market
securities that offer stability of principal and liquidity.
This Portfolio may be a suitable investment for temporary or
defensive purposes and may also be appropriate as part of an
overall long-term investment strategy.

[margin] TO MAKE AN INVESTMENT
IN ONE OR MORE OF THESE
PORTFOLIOS, SEE "OPENING
YOUR ACCOUNT" ON PAGE _____.

SHARES OF THESE PORTFOLIOS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY BANK, AND ARE
NOT INSURED BY THE FDIC OR ANY OTHER GOVERNMENTAL AGENCY. THESE PORTFOLIOS
INVOLVE INVESTMENT RISK, INCLUDING POSSIBLE LOSS OF PRINCIPAL.

PORTFOLIO EXPENSES

Each Portfolio bears the costs of its operations. These
costs include, but are not limited to, fees for investment
adviser, distribution, shareholder service, independent
directors, professional and brokerage services, security pricing
services, custody, transfer agency, recordkeeping services,
insurance, federal and state registration, amortized expenses,
taxes, and any other extraordinary expenses.

Each Portfolio is available in two classes of shares:
Investor Shares and Adviser Shares. Each class of shares will be
charged separately for expenses related solely to that class.
Each class of shares may have different sales charges and other
expenses, which may affect performance. General Portfolio
expenses that are not class-specific will be allocated between
the classes based on the net assets of each class. This
Prospectus describes only Investor Shares.

INVESTOR SHARES Investor Shares are available on a no-load basis
directly to individuals, companies, Pension and Retirement
Savings Programs, and other institutional investors from
Transamerica Securities Sales Corporation ("TSSC"), the
Distributor. For a listing of applicable Pension and Retirement
Savings Programs, see "Pension and Retirement Savings Programs"
on page ____.

Adviser Shares are available only to Pension and Retirement
Savings Programs and other institutional investors, and only from
registered representatives of Transamerica Financial Resources,
Inc. ("TFR"), or other registered broker-dealers authorized by
the Board of Directors and TSSC. Individual investors can buy
Adviser Shares only through a program sponsored by their
employer, that is offered by a registered representative (i.e.
broker). To receive a free prospectus about Adviser Shares,
contact a TFR representative or call 1-800 [insert TFR number].

5
<PAGE>

EXPENSES The following tables summarize actual transaction
expenses and anticipated operating expenses. The purpose of the
tables is to assist you in understanding the varying costs and
expenses you will bear directly or indirectly.

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<CAPTION>
EQUITY INTERM CASH
TRANSACTION EXPENSES/1/ EQUITY INDEX BOND BALANCED GOVEN RESERVE
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Sales Charge on Purchases None/2/ None/2/ None/2/ None/2/ None/2/ None/2/
- -----------------------------------------------------------------------------------------------
Redemption Fee None/3/ None/3/ None/3/ None/3/ None/3/ None/3/
- -----------------------------------------------------------------------------------------------
Sales Charge on Reinvested Dividends None None None None None None
- -----------------------------------------------------------------------------------------------
Exchange Fee None None None None None None
- -----------------------------------------------------------------------------------------------
Contingent Deferred Sales Charge None None None None None None
- -----------------------------------------------------------------------------------------------
</TABLE>

[margin] SHAREHOLDER TRANSACTION
EXPENSES ARE CHARGES YOU PAY AT
THE TIME YOU BUY OR SELL SHARES
IN A PORTFOLIO.

ESTIMATED ANNUAL PORTFOLIO OPERATING EXPENSES
(as a percent of net assets)

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
TOTAL
OPERATING
EXPENSES
ADVISER 12B-1 OTHER AFTER REIM-
PORTFOLIO FEE/4/ FEE/5/ EXPENSES/6/ BURSEMENT/7/
- -------------------------------------------------------------------------------------
TOTAL
ADVISER 12B-1 OTHER OPERATING
PORTFOLIO FEE/4/ FEE/5/ EXPENSES/6/ EXPENSES/7/
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

Premier Equity X.XX % 0.25% 0.50% X.XX %
- -------------------------------------------------------------------------------------
Premier Equity Index X.XX % 0.15% 0.25% X.XX %
- -------------------------------------------------------------------------------------
Premier Bond X.XX % 0.25% 0.50% X.XX %
- -------------------------------------------------------------------------------------
Premier Balanced X.XX % 0.25% 0.40% X.XX %
- -------------------------------------------------------------------------------------
Premier Intermediate Government X.XX % 0.25% 0.30% X.XX %
- -------------------------------------------------------------------------------------
Premier Cash Reserve X.XX % 0.15% 0.20% X.XX %
- -------------------------------------------------------------------------------------
</TABLE>

EXAMPLE
Using the above tables of transaction expenses and operating expenses/8/, you
would pay the following expenses based on a $1,000 investment. The expenses
shown assume a 5% annual return. The expenses are the same whether or not you
redeem your shares at the end of each time period.
<TABLE>
<CAPTION>

PORTFOLIO 1 YEAR 3 YEARS
---------------------------------------------------
<S> <C> <C>
Premier Equity $23 $70

Premier Equity Index $15 $46

Premier Bond $21 $64

Premier Balanced $22 $67

Premier Intermediate Government $18 $55

Premier Cash Reserve $ 7 $22
---------------------------------------------------
</TABLE>

6
<PAGE>

[margin] ANNUAL PORTFOLIO
OPERATING EXPENSES ARE
PAID AT A DAILY RATE OUT
OF THE PORTFOLIO'S ASSETS.
WE CALCULATE THE SHARE
PRICE AND ANY DIVIDENDS
AFTER THESE EXPENSES ARE
PAID.

THE INFORMATION CONTAINED IN THE ABOVE EXAMPLES SHOULD NOT BE CONSIDERED A
REPRESENTATION OF FUTURE EXPENSES. THE ACTUAL EXPENSES MAY BE MORE OR LESS THAN
THOSE SHOWN.

[footnotes]
1. We may assess an annual fee against accounts used as IRA's or SEP's. For
more information on this fee, see "Pension and Retirement Savings Programs" on
page _____.

2. Although there is no sales charge, there is a 12b-1 fee. Over a long period
of time, the total amount of 12b-1 fees paid may exceed the amount of another
fund's sales charges.

3. We will charge a fee of $8 if you request the money to be wired. See "How to
Sell Shares" on page ____.

4. See "Adviser Fee" on page ____.

5. 12b-1 fees cover costs of advertising and marketing the Portfolios. For more
information on 12b-1 fees, see "Distribution Plan" on page ____.

6. "Other Expenses" are those incurred after any reimbursements to the
Portfolio by the Investment Adviser. See "The Management Team" on page ____.
Other expenses include expenses not covered by the adviser fee or the 12b-1 fee.
See "Distribution Plan" on page ____. This can include fees and expenses
attributable solely to a particular class of shares, such as those for transfer
agent and administrative personnel; preparing, printing, mailing and
distributing materials to shareholders of a particular class; state and federal
registration fees; legal and accounting fees; directors' fees and expenses
incurred as a result of issues relating solely to a class; and fees and payments
for specific class services including account maintenance, dividend disbursing
or subaccounting services; or administration of a dividend reinvestment,
systematic investment or withdrawal plan.

7. Total operating expenses include adviser fees, 12b-1 fees, and other
expenses that a Portfolio incurs. For the first few years of the Company's
operation, the Investment Adviser has agreed to waive their Adviser Fee and
assume any other operating expenses for each Portfolio which together in any
year exceed a specified percentage of the average daily net assets of that
Portfolio. The specified percentages are X.XX % for the Premier Equity
Portfolio, X.XX % for the Premier Equity Index Portfolio, X.XX % for the Premier
Bond Portfolio, X.XX % for the Premier Balanced Portfolio, X.XX % for the
Premier Intermediate Government Portfolio, and X.XX % for the Premier Cash
Reserve Portfolio.

Without any expense reimbursement by the Investment Adviser, the estimated
total operating expenses for the first year of the Portfolios' operation are
X.XX %, X.XX %, X.XX %, X.XX %, X.XX % and X.XX %, respectively.

8. The expenses in the example assume no fees for IRA or SEP accounts, nor any
fees for wire transfers.

7
<PAGE>

THE MANAGEMENT TEAM

Responsibility for the management and supervision of the
Company and its Portfolios rests with the Board of Directors of
Transamerica Investors, Inc. (the "Board").

The Portfolios' investment adviser is Transamerica
Investment Services, Inc. (the "Investment Adviser"), 1150 S.
Olive Street, Los Angeles, California 90015. The Investment
Adviser will: (1) supervise and manage the investments of each
Portfolio and direct the purchase and sale of its investments;
and (2) insure that investments follow the investment objective,
strategies, and policies and comply with government regulations.
For more information on Portfolio management, see "Investment
Adviser and Administrator Services" on page ____.

The Portfolios' administrator is Transamerica Occidental
Life Insurance Company (the "Administrator"), 1150 S. Olive
Street, Los Angeles, California 90015. The Administrator will:
(1) provide the Portfolios with administrative and clerical
services, including the maintenance of the Portfolios' books and
records; (2) register the Portfolio shares with the Securities
and Exchange Commission (the "SEC") and arrange periodic updating
of the Portfolios' prospectus; (3) provide proxy materials and
reports to Portfolio shareholders and the SEC; and (4) provide
the Portfolios with adequate office space and all necessary
office equipment and services. The Administrator also provides
services for the registration of Portfolio shares with those
states and other jurisdictions where its shares are offered or
sold.

The Investment Adviser and the Administrator are subject to
the direction of the Board.

Transamerica Occidental Life Insurance Company is a wholly
owned subsidiary of Transamerica Insurance Corporation of
California. Both Transamerica Insurance Corporation of California
and Transamerica Investment Services, Inc. are wholly owned
subsidiaries of Transamerica Corporation, 600 Montgomery Street,
San Francisco, California 94111, one of the nation's largest
financial services companies.

INVESTMENT ADVISER'S PERFORMANCE

Because Transamerica Investors, Inc. is a new mutual fund
company this year (1995), there is no past performance
information available for the Premier Portfolios. However, the
Investment Adviser, Transamerica Investment Services, Inc., has
been successfully managing six segregated investment accounts (or
"separate accounts") for pension clients of Transamerica
affiliate companies for over ten years. The Investment Adviser's
outstanding performance in managing these investments was a key
factor in our decision to offer mutual funds to the public.

[margin] THE PERFORMANCE
FIGURES SHOWN HERE ARE
FOR SIX INVESTMENT FUNDS
WHICH HAVE THE SAME
INVESTMENT ADVISER AND
USE
8
<PAGE>

THE SAME BASIC
INVESTMENT STRATEGIES
AS THE CORRESPONDING
PREMIER PORTFOLIOS.
THIS WILL GIVE YOU A
FEELING FOR THE
INVESTMENT ADVISER'S
INVESTMENT TRACK RECORD.

The six separate accounts managed by the Investment Adviser
have substantially the same investment objectives and policies
and use the same investment strategies and techniques as the
similarly named Portfolios described in this Prospectus. The same
Investment Adviser that manages the separate accounts also
manages the corresponding Portfolios in the table below.

For comparison purposes, the six separate accounts match up
to the Premier Portfolios as follows:

<TABLE>
<CAPTION>
SEPARATE ACCOUNTS PREMIER PORTFOLIOS
----------------- ------------------
<S> <C>
Equity Separate Account Transamerica Premier Equity Portfolio
Equity Index Separate Account Transamerica Premier Equity Index Portfolio
Bond Separate Account Transamerica Premier Bond Portfolio
Balanced Separate Account Transamerica Premier Balanced Portfolio
Government Bond Separate Account Transamerica Premier Intermediate
Government Portfolio
Cash Management Separate Account Transamerica Premier Cash Reserve Portfolio
</TABLE>

The following table shows how the separate accounts' annualized performance
compares to recognized industry indexes over the last one-year, three-year, and
five-year periods.

SEPARATE ACCOUNT PERFORMANCE*
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
SINCE
SEPARATE ACCOUNT OR INDEX 1 YEAR 3 YEARS 5 YEARS INCEPTION **
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Equity Separate Account 4.06% 14.27% 19.10% 17.84%
- ------------------------------------------------------------------------------------------
S&P 500 Index 1.32% 6.28% 8.70% 8.48%
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
Equity Index Separate Account 1.06% 5.70% 7.97% 11.85%
- ------------------------------------------------------------------------------------------
S&P 500 Index 1.32% 6.28% 8.70% 12.08%
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
Bond Separate Account -5.73% 6.41% 8.95% 12.41%
- ------------------------------------------------------------------------------------------
Lehman Brothers Government/Corporate -3.51% 4.85% 7.71% 9.85%
Index
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
Balanced Separate Account 2.92% - - - - 7.77%
- ------------------------------------------------------------------------------------------
60% S&P 500 Index and 40% Lehman Brothers -0.61% - - - - 2.66%
Government/Corporate Index
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
Government Bond Separate Account -3.46% - - - - 1.37%
- ------------------------------------------------------------------------------------------
Lehman Brothers Intermediate Government -1.74% - - - - 3.27%
Index
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Cash Management Separate Account 3.74% 3.25% 4.66% 6.99%
- ------------------------------------------------------------------------------------------
IBC/Donoghue First Tier Index 3.68% 3.20% 4.61% 6.93%
- ------------------------------------------------------------------------------------------
</TABLE>
* Figures are as of 12/31/94 - - Prior to separate account inception
** Inception dates: Equity - 9/30/87; Indexed Equity - 10/1/86; Bond -
5/1/83;
Balanced - 4/1/93; Government Bond - 11/10/92; Cash Management -
1/3/82

9
<PAGE>

The Investment Adviser has had a history of successfully
investing in the three basic investment categories: equity, bond,
and money markets. Below are graphs of the three separate
accounts representing those categories, showing their performance
since inception compared with the performance of recognized
industry indexes for each investment category.

The following graph shows that $1,000 invested in the Equity
Separate Account at its inception on October 1, 1987 would have
grown to about $3,300 as of December 31, 1994. This is equivalent
to a 17.84% return per year. By comparison $1,000 invested at the
same time in S&P 500 Index securities would have yielded only
about $1,800. The S&P 500 Index is a selection of 500 common
stocks designed to be a benchmark for the equity market in
general.

[LOGO OF GRAPH APPEARS HERE]

The following graph shows that $1,000 invested in the Bond
Separate Account at its inception on May 1, 1983 would have grown
to about $3,900 as of December 31, 1994. This is equivalent to a
12.41% return per year. By comparison $1,000 invested at the same
time in Lehman Brothers Government/Corporate Index securities
would have yielded only about $3,000. The Lehman Brothers
Government/Corporate Index is a mixture of both corporate and
government bonds with maturities of 10 years or longer that are
rated investment grade or higher by Moody's or Standard & Poor's.

10
<PAGE>

[BOND SEPARATE ACCOUNT GRAPH APPEARS HERE]

The following graph shows that $1,000 invested in the Cash
Management Separate Account at its inception on January 3, 1982
would have grown to about $2,406 as of December 31, 1994. This is
equivalent to a 6.99% return per year. And $1,000 invested at the
same time in IBC/Donoghue First Tier Index securities would have
yielded about $2,388. The IBC/Donoghue First Tier Index is a
composite of taxable money market funds that meet the SEC's
definition of first tier securities.

[CASH MANAGEMENT SEPARATE ACCOUNT GRAPH APPEARS HERE]

11
<PAGE>

Performance for the separate accounts are shown after
reduction for investment management and administrative charges.
The industry indexes shown in the above graphs are used for
comparison purposes only. They are unmanaged indexes that have no
management fees or expense charges, and they are not available
for investment. Yield figures are based on historical earnings.
They are not intended to indicate future performance.

As you can see, the separate accounts have good long-term
performance records compared with the indexes. Keep in mind the
Premier Portfolios' performance may differ from the separate
accounts' performance. Some reasons for this difference are
timing of purchases and sales, availability of cash for new
investments, brokerage commissions, account expenses, and
diversification of securities. It's possible that by using
different performance-determining methods than we've used here,
the results could vary. You should not rely on this performance
data when deciding whether to invest in a particular Premier
Portfolio. Past performance of the separate accounts is no
guarantee of future results for the Portfolios.

TRANSAMERICA PREMIER PORTFOLIOS IN DETAIL

PORTFOLIO OBJECTIVES, STRATEGIES AND POLICIES The investment
objectives, strategies, and policies of each Portfolio are
described below. There is also a section for each Portfolio
giving some points to consider when investing in that Portfolio's
shares. The "Some Points to Consider When Investing" section is
designed to suggest circumstances for investing in that
Portfolio, and give you a better understanding of the Portfolio.

TRANSAMERICA PREMIER EQUITY PORTFOLIO

INVESTMENT OBJECTIVE We seek to maximize long-term capital
appreciation for this Portfolio.

INVESTMENT STRATEGIES AND POLICIES We invest primarily in common
stocks of high quality growth companies that we consider to be
undervalued in the stock market. These are companies whose
managements have demonstrated their outstanding capabilities
through a combination of superior track records and well-defined
plans for the future.

We also select companies for their potential for growth
based upon trends in the U.S. economy. Some major trends have
included: a) the aging of baby boomers; b) the worldwide
environmental movement; c) the shift toward financial assets
rather than real estate or other tangible assets; and d) the
continuing increase in U.S. productivity.

[margin] FOR THE
TRANSAMERICA PREMIER
EQUITY PORTFOLIO, WE
GENERALLY FOCUS ON
GROWTH STOCKS,
PRIMARILY OF
MEDIUM-SIZED COMPANIES.

12
<PAGE>

We focus on growth stocks for this Portfolio. Portfolio
holdings will generally be stock of medium-sized companies based
on stock market capitalization. These are companies that
generally have in the range of $300 million to $5.2 billion of
market value of their common stock outstanding. Although we
invest primarily in common stocks, we may also invest in
preferred stocks, warrants, and bonds convertible into common
stocks. For temporary or defensive purposes, or for liquidity
purposes, we may also invest in cash and cash equivalents. As
part of the management of cash and cash equivalents and to help
maintain liquidity, we may purchase and sell the same kind of
money market and other short term instruments and debt securities
as we do for the Transamerica Premier Cash Reserve Portfolio. See
"Transamerica Premier Cash Reserve Portfolio" on page ____ .

We may buy foreign securities and other instruments if they
meet the same criteria described above for the Portfolio's
investments in general. We may invest as much as 20% of its
assets in foreign securities. At times the Portfolio may have no
foreign investments. Foreign securities we purchase will be those
traded on the U.S. exchanges as American depositary receipts
("ADR's"). ADR's are registered stocks of foreign companies which
trade on U.S. stock exchanges. They are listed in U.S. dollar
values which avoids currency transfers and foreign taxes on
dividends and capital gains.

SOME POINTS TO CONSIDER WHEN INVESTING Since we invest primarily
in common stocks, our investments are subject to price
volatility. Price volatility means that stock prices can go up or
down due to a variety of economic and market conditions.

[margin] STOCK PRICES
GO UP AND DOWN,
ESPECIALLY OVER A
SHORT-TERM HORIZON.
SO IF YOU INVEST IN
THE TRANSAMERICA PREMIER
EQUITY PORTFOLIO YOU
SHOULD BE WILLING TO
ACCEPT THESE KINDS OF
PRICE SWINGS WHILE
FOCUSING ON THE LONG-TERM
INVESTMENT OBJECTIVE.

Medium-sized company stocks historically have been somewhat
more volatile than the stock market as a whole. This is likely
due to: a) a lower degree of liquidity in the markets for medium-
sized company stocks; b) the less certain growth prospects of
medium-sized firms; and c) the smaller dividends generally paid
by these companies.

However, we attempt to lessen these risks by focusing on the
potential for each prospective holding (a "bottom up" approach)
rather than the economic and business cycle (a "top down"
approach). The Portfolio is constructed one stock at a time. Each
stock passes through our research process and stands on its own
merits as a viable investment. Based on company and industry
fundamental analysis, these stocks are poised for growth. A
rising market will tend to provide significant opportunities for
that growth to occur. We consider these stocks to have stable
inherent value under most circumstances. They will tend to be
better protected in a general declining market.

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. Because of the uncertainty associated with common
stock investments, the Portfolio is intended to be a

13
<PAGE>

long-term investment. It should not be used for speculating on
short-term stock market movements.

TRANSAMERICA PREMIER EQUITY INDEX PORTFOLIO

INVESTMENT OBJECTIVE We seek to track the performance of the
Standard & Poor's 500 Composite Stock Price Index, also known as
the S&P 500 Index (the "Index"), for this Portfolio.

INVESTMENT STRATEGIES AND POLICIES We attempt to reproduce the
overall investment characteristics of the Index by using a
combination of management techniques. We buy a combination of
common stocks, stock index futures, options on futures, and short
term instruments in varying proportions. Our stock investment
decisions are based solely on the market proportions of
securities which are included in the Index. The only exception is
that Transamerica Corporation common stock will not be purchased.
Our stock purchases reflect the Index, but we make no attempt to
forecast general market movements.

[margin] THE TRANSAMERICA
PREMIER EQUITY INDEX PORTFOLIO
IS A EASY WAY FOR YOU TO
INVEST IN THE OVERALL STOCK
MARKET SINCE THE PORTFOLIO
WILL TRACK THE 500 STOCKS IN
THE S&P 500.

The Index is an unmanaged index which assumes reinvestment
of dividends and is generally considered representative of U.S.
large capitalization stocks. The Index is composed of 500 common
stocks of large-capitalization companies that are chosen by
Standard and Poor's Corporation on a statistical basis. The
inclusion of a stock in the Index in no way implies that Standard
& Poor's Corporation believes the stock to be an attractive
investment. The 500 stocks, most of which trade on the New York
Stock Exchange, represent approximately 70% of the market value
of all U.S. common stocks. Each stock in the Index is weighted by
its market value.

Because of the market value weighting, the 50 largest
companies in the Index currently account for approximately 50% of
the Index. Typically, companies included in the Index are the
largest and most dominant firms in their respective industries.
As of December 30, 1994, the five largest companies in the Index
were: General Electric (2.6%), AT&T Corporation (2.4%), Exxon
Corporation (2.3%), Coca Cola (2.0%), and Royal Dutch Petroleum
(1.7%).

We may invest in instruments, other than common stocks,
whose return depends on stock market prices. These are the most
basic and well understood of "derivative" instruments. They
include stock index futures contracts, options on indexes,
options on futures contracts, and debt securities - each of whose
returns are linked to the returns of the S&P 500 Index. These
investments would be made primarily to help the Portfolio match
the total return of the Index. Purchase of futures and options
requires only a small amount of cash to cover the Portfolio's
position and approximate the price movement of the Index. Any
cash which we do not invest in stocks or in futures and options
we invest in debt securities to approximate the dividend yield of
the Index and to cover the Portfolio's open positions in the S&P
500

14
<PAGE>

Index derivatives. These debt securities can include non-
investment grade bonds (commonly called "junk bonds") up to a
maximum of 20% of the Portfolio's net assets. Such investments
can involve additional interest rate and credit risks. For more
information on non-investment grade bonds and derivatives, see
the sections on "High-Yield ('Junk') Bonds" and "Options,
Futures, and Other Derivatives" on pages ______ of the
Prospectus, and also in the Statement of Additional Information.

The Transamerica Premier Equity Index Portfolio is not
sponsored, endorsed, sold or promoted by Standard & Poor's
Corporation. S&P's only relationship to the Transamerica Premier
Equity Index Portfolio is the licensing of the S&P marks and the
S&P 500 Index.

SOME POINTS TO CONSIDER WHEN INVESTING The performance of the
Transamerica Premier Equity Index 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
shares in the Portfolio should also rise. When the market is
declining, the value of shares should also decline. The Index's
returns are not reduced by investment or operating expenses. So,
our ability to match the Index will be hampered by the cost of
buying and selling stocks and other expenses. Those expenses are
low, however, compared to most actively managed equity funds.
Over the long term, the Portfolio's total return is targeted to
100% of the Index. In the event the Portfolio does not achieve at
least 95% of the return of the Index in any year, the Board will
consider what actions should be taken.

[margin] WE ATTEMPT TO
MATCH THE TOTAL RETURN
OF THE S&P 500 INDEX,
BUT MAY NOT MATCH IT
EXACTLY. THIS IS PARTLY
BECAUSE WE MUST DEDUCT
EXPENSES AND FEES FROM
OUR PORTFOLIO'S RETURNS,
BUT THE INDEX ONLY USES
GROSS STOCK RETURNS WITHOUT
DEDUCTING ANY EXPENSES.

The Portfolio is intended for investors who wish to
participate in the overall growth of the economy, as reflected by
the domestic stock market. By owning shares of the Portfolio, you
indirectly own shares of the largest companies, according to
their proportional representation in the Index. Investors should
have the perspective, patience, and financial ability to take on
average stock market volatility in pursuit of long-term capital
growth. Because of the uncertainty associated with common stock
investments, the Portfolio is intended to be a long-term
investment. It should not be used for speculating on short-term
stock market movements.

TRANSAMERICA PREMIER BOND PORTFOLIO

INVESTMENT OBJECTIVE We seek to achieve a high total return
(income plus capital changes) consistent with preservation of
principal for this Portfolio.

INVESTMENT STRATEGIES AND POLICIES We invest in a diversified
selection of corporate and government bonds and mortgage-backed
securities. Through our proprietary evaluation and market
research, we identify bonds whose potential to outperform other
similar bonds, by virtue of underlying credit strength, is

15
<PAGE>

not fully reflected in the current bond market valuations. By
actively managing the Portfolio, we capitalize on these
opportunities. We seek to accumulate additional return by finding
price advantages as they occur in the market.

We normally invest at least 65% of the Portfolio's assets in
investment grade bonds. Investment grade bonds are rated Baa or
higher by Moody's Investors Service ("Moody's"). They are rated
BBB or higher by Standard & Poor's Corporation ("S&P").
Maturities are primarily between 10 and 30 years. In addition, we
may invest in lower-rated securities (currently not expected to
exceed 20% of the Portfolio's assets). Those securities are rated
Ba1 or lower (Moody's) and BB+ or lower (S&P). We may also invest
in unrated securities of similar quality, as determined by us.
For more information on lower-rated securities, see "High-Yield
('Junk') Bonds" on page ____ of the Prospectus and see the
Statement of Additional Information. For more information on S&P
and Moody's ratings, see "Summary of Bond Ratings" on page ____.

[margin] WE INVEST PRIMARILY
IN HIGH QUALITY, INVESTMENT
GRADE CORPORATE AND
GOVERNMENT BONDS AND
MORTGAGE-BACKED SECURITIES.

We may buy foreign securities and other instruments if they
meet the same criteria described above for the Portfolio's
investments in general. We may invest as much as 20% of the
Portfolio's assets in foreign securities. At times the Portfolio
may have no foreign investments. See "Foreign Securities" on page
____.

Our investments may include securities issued or guaranteed
by the U.S. Government or its agencies and instrumentalities,
publicly traded corporate securities, as well as municipal
obligations. We also may invest in mortgage-backed securities
issued by various federal agencies and government sponsored
enterprises and in other mortgage-related or asset-backed
securities. The investments in mortgage-related securities can be
subject to the risk of early repayment of principal. For more
information, see "Options, Futures and Other Derivatives" on page
____ and the Statement of Additional Information.

If a security in the Portfolio that was originally rated
"investment grade" is downgraded by a ratings service, it may or
may not be sold. This depends on our assessment of the issuer's
prospects. However, we will not purchase below-investment-grade
securities if that would increase their representation in the
Portfolio to more than 35%. See "Summary of Bond Ratings" on page
____ for a description of bond ratings.

As part of the management of cash and cash equivalents and
to help maintain liquidity, we may purchase and sell the same
kind of money market and other short term instruments and debt
securities as we do for the Transamerica Premier Cash Reserve
Portfolio. See "Transamerica Premier Cash Reserve Portfolio" on
page ____ . We may also invest in options and futures contracts
on other securities or groups of securities and preferred stock.
We ordinarily invest in common stock only as a result of
conversion of bonds, exercise of warrants, or other extraordinary
business events.

SOME POINTS TO CONSIDER WHEN INVESTING The longer maturity bonds
in which we primarily invest tend to produce higher income than
bonds with shorter maturities. The basic quality of the bonds,
which are primarily investment grade, tends to provide some
safety of principal. All non

16
<PAGE>

convertible bonds will fall in price when interest rates rise.
But bonds of higher credit quality will be less likely to have
their ratings lowered under adverse economic conditions. This
helps preserve principal.

[margin] BOND PRICES AND
INTEREST RATES TEND TO
WORK LIKE A SEE-SAW. LONGER
MATURITY BONDS SIT OUT
TOWARDS THE END. SHORTER
MATURITY BONDS SIT IN TOWARDS
THE CENTER. WHEN INTEREST
RATES RISE, BOND PRICES FALL.
WHEN INTEREST RATES FALL,
BOND PRICES RISE.

In general, lower-rated bonds, which are a much lesser
component of the Portfolio, offer higher returns. But they also
carry higher risks. These can include: a) a higher risk of
insolvency, especially during economic downturns; b) a lower
degree of liquidity; and c) the prices of lower-rated bonds can
be more volatile. Securities originally rated "investment grade"
can be downgraded by a ratings service.

The Transamerica Premier Bond Portfolio is intended for
investors who have the perspective, patience, and financial
ability to take on above-average bond price volatility in pursuit
of a high total return produced by income from longer-term
securities and capital changes from undervalued credit strength.
Due to the longer maturity of the Portfolio's assets, the price
of the Portfolio's securities can fluctuate more sharply than
shorter-term securities when interest rates go up or down. An
increase in interest rates will cause prices to fall. A decrease
in rates will cause prices to rise. Because of the uncertainty
associated with long-term bond investments, the Portfolio is
intended to be a long-term investment. It should not be used for
speculating on short-term bond market movements.

TRANSAMERICA PREMIER BALANCED PORTFOLIO

INVESTMENT OBJECTIVE We seek 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) for this Portfolio.

INVESTMENT STRATEGIES AND POLICIES We invest in a diversified
selection of common stocks, bonds, and money market instruments
and other short-term debt securities. We attempt to achieve
reasonable asset appreciation during favorable periods and
conservation of principal in adverse times. This requires
flexibility in managing the Portfolio's assets. Therefore, we may
shift the portions held in bonds and stocks according to business
and investment conditions. The Portfolio may hold equity, fixed
income, and cash securities in any proportion deemed desirable at
any given time for temporary or defensive purposes.

[margin] THE NAME OF THE
TRANSAMERICA PREMIER
BALANCED PORTFOLIO IS VERY
DESCRIPTIVE. WE ATTEMPT TO
BALANCE LONG-TERM CAPITAL
GROWTH (STOCKS) WITH
CURRENT
17
<PAGE>

INCOME (BONDS AND OTHER
FIXED INCOME SECURITIES).

Under normal circumstances, we expect that common stocks
will represent 60% to 70% of the Portfolio's total assets. The
Portfolio holds common stocks primarily to provide long-term
growth of capital and income. Our secondary purpose is to provide
some current dividend income. We invest the remaining 30% to 40%
of the Portfolio's assets primarily in high quality, investment
grade bonds as rated by either Moody's or S&P.

The stocks in the Transamerica Premier Balanced Portfolio
are usually concentrated among high quality growth companies that
we consider to be undervalued in the stock market. Equity
securities may be selected by us based on growth potential and
dividend paying properties since income is a consideration. We
manage the equity portion of the Portfolio in a similar manner as
we do the Transamerica Premier Equity Portfolio. See
"Transamerica Premier Equity Portfolio" on page ___.

[margin] THE STOCKS IN
THE PREMIER BALANCED
PORTFOLIO ARE USUALLY
CONCENTRATED AMONG HIGH
QUALITY GROWTH COMPANIES.
WE MANAGE THAT PORTION OF
THE PORTFOLIO MUCH LIKE
WE MANAGE THE
TRANSAMERICA PREMIER
EQUITY PORTFOLIO.

We invest the fixed income portion of the Portfolio in a
diversified selection of corporate and U.S. Government bonds and
mortgage-backed securities. We actively manage this portion in a
similar manner as we do the Transamerica Premier Bond Portfolio.
See "Transamerica Premier Bond Portfolio" on page ____. The fixed
income assets are normally at least 65% high quality, investment
grade bonds with maturities of between 10 and 30 years. Any non-
investment grade bonds held in the fixed income portion of the
Portfolio are normally in the same proportion as in the
Transamerica Premier Bond Portfolio, and in no event will exceed
20% of the Transamerica Premier Balanced Portfolio's net assets.
For more information on non-investment grade bonds, see "High-
Yield ('Junk') Bonds" on page ____ and the Statement of
Additional Information.

[margin] WE MANAGE THE FIXED
INCOME PORTION OF THE
TRANSAMERICA PREMIER BALANCED
PORTFOLIO (MOSTLY BONDS AND
MORTGAGE-BACKED SECURITIES)
MUCH LIKE WE MANAGE THE
TRANSAMERICA PREMIER BOND
PORTFOLIO.

The Portfolio may also hold certain short-term fixed income
securities as a cash reserve. As part of the management of cash
and cash equivalents and to help maintain liquidity, we may
purchase and sell the same kind of money market and other short
term instruments and debt securities as we do for the
Transamerica Premier Cash Reserve Portfolio. See "Transamerica
Premier Cash Reserve Portfolio" on page ____ .

18
<PAGE>

may also invest in stock and bond index futures and
options to a limited extent, as well as preferred stocks.

[margin] BY INVESTING IN BOTH
STOCKS AND BONDS, WE ATTEMPT
TO LESSEN OVERALL INVESTMENT
RISK. LOSSES IN ONE AREA MAY
BE OFFSET BY GAINS IN ANOTHER.

SOME POINTS TO CONSIDER WHEN INVESTING In general, the Portfolio
holds equities for long-term capital appreciation, and holds
bonds for stability of principal and income as well as a reserve
for investment opportunities. This balance often creates a
situation where some of the market risks offset one another. But
investment risks cannot totally be avoided. The expected
performance of such a fund would normally lie somewhere between
the performance of an equity fund (holding the same stocks) and
the performance of a bond fund (holding the same bonds). But this
depends on the actual proportions of stocks and bonds. Since we
have flexibility in changing the balance between asset classes,
we may increase exposure to the current advantages of one or more
of the asset classes. Or we may avoid the current disadvantages
of one or more of the asset classes.

The Transamerica Premier Balanced Portfolio is intended for
investors who wish to participate in both the equity and debt
markets, but who wish to leave the allocation of the balance
between them to professional management. The Portfolio is
intended for investors who have the perspective, patience, and
financial ability to take on average market volatility in pursuit
of long-term total return that balances capital growth and
current income. Because of the uncertainties associated with
common stock and bond investments, the Portfolio is intended to
be a long-term investment. It should not be used for speculating
on short-term stock market or bond market movements.

TRANSAMERICA PREMIER INTERMEDIATE GOVERNMENT PORTFOLIO

INVESTMENT OBJECTIVE We seek to achieve a high level of current
income with the security of investing in government securities
for this Portfolio.

INVESTMENT STRATEGIES AND POLICIES We generally invest in
securities with an expected average life at time of purchase of
less than 10 years. These securities are issued or guaranteed by
the U.S. Government, its agencies or instrumentalities, or its
political subdivisions. Our goal is to offer higher income than
money market funds with greater price stability than most bond
funds. Because of the Portfolio's emphasis on income, capital
appreciation is not a significant investment consideration.

Our investments will consist primarily of bonds and
mortgage-backed securities. We may also invest up to 35% of the
Portfolio's assets in commercial paper of U.S. corporate issuers.
These issuers must be rated in the top rating category by a major
rating service. If the paper is unrated, we must determine it to
be of comparable quality to those that are top-rated.

[margin] THE SECURITIES IN THE
TRANSAMERICA PREMIER
INTERMEDIATE GOVERNMENT
PORTFOLIO ARE BACKED BY THE
CREDIT OF THE U.S. GOVERNMENT
OR ITS

19
<PAGE>

AGENCIES, SUCH AS THE
FEDERAL NATIONAL MORTGAGE
ASSOCIATION. THIS MAKES THEM
AMONG THE SAFEST INVESTMENTS
IN TERMS OF CREDIT RISK.

We may invest in U.S. Treasury bills, notes and bonds.
Treasury bills have initial maturities of one year or less.
Treasury notes have initial maturities of one to ten years.
Treasury bonds can be issued with any maturity but generally have
initial maturities of at least ten years. We may also invest in
securities issued by any agency or instrumentality of the United
States. Examples of those securities include those issued by the
Government National Mortgage Association ("GNMA"), the Federal
National Mortgage Association ("FNMA"), the Federal Housing
Administration, the Federal Farm Credit System, or the Student
Loan Marketing Association. Some agency securities are backed by
the full faith and credit of the U.S. Treasury (such as those
issued by GNMA). Others are supported by the right of the issuer
to borrow from the Treasury (such as those issued by FNMA). The
remainder are backed by the credit of the issuing agency or
instrumentality. Agency securities that are mortgage-backed (such
as those issued by GNMA) are also subject to prepayment risk. For
more information on prepayment risk see the section on "Current
Income Risk" under "A Discussion About Risk" on page ____. We may
also invest in instruments derived from (i.e. derivative
instruments) government or government agency securities. For more
information on derivatives see "Options, Futures, and Other
Derivatives" on page ____.

SOME POINTS TO CONSIDER WHEN INVESTING Generally, the
Transamerica Premier Intermediate Government Portfolio is subject
to relatively low credit risk. This is because we invest in
securities that are issued or guaranteed by the U.S. Government,
its agencies or instrumentalities, or its political subdivisions
or other top-rated securities. Under normal conditions, the
Portfolio provides a higher yield than money market funds or
short-term bond funds because of the intermediate maturity of the
securities. The high quality and the intermediate maturity of the
assets tend to provide safety of principal. Most bonds will fall
in price when interest rates rise. Bonds of higher credit quality
tend to better withstand the changes in the economy. Also,
intermediate term bonds will decline less than longer term bonds.
This helps to preserve principal.

The Transamerica Premier Intermediate Government Portfolio
is intended for investors who wish to earn higher income than is
available from money market funds. However, this Portfolio may
have more short-term volatility than a money market fund.
Investors should have the perspective and patience to accept
lower income than they would from longer-term bond funds for the
advantage of relatively low market and credit risk over the long
term. Because of the uncertainty associated with intermediate-
term bond investments, the Portfolio should not be used for
speculating on short-term bond market movement.

TRANSAMERICA PREMIER CASH RESERVE PORTFOLIO

INVESTMENT OBJECTIVE This is a money market fund. We seek to
maximize current income consistent with liquidity and
preservation of principal for this Portfolio.

20
<PAGE>

INVESTMENT STRATEGIES AND POLICIES We invest primarily in high
quality U.S. dollar-denominated money market instruments with
remaining maturities of 13 months or less, including:

. Obligations issued or guaranteed by the U.S. and Canadian
Governments and their agencies or instrumentalities;
. Obligations of U.S. and Canadian banks, or their foreign
branches, and U.S. savings banks;
. Short-term corporate obligations, including commercial paper,
notes, and bonds;
. Other short term debt obligations with remaining maturities of
397 days or less; and
. Repurchase agreements involving any of the securities
mentioned above.

[margin] THE TRANSAMERICA PREMIER
CASH RESERVE PORTFOLIO MAY BE AN
APPROPRIATE PLACE TO KEEP YOUR
MONEY WHILE YOU ARE CONSIDERING
IN WHICH PORTFOLIOS TO INVEST,
OR FOR YOUR SHORT-TERM NEEDS.

We may also purchase other marketable, non-convertible
corporate debt securities of U.S. issuers. These investments
include bonds, debentures, floating rate obligations, and issues
with optional maturities. See the Statement of Additional
Information for a description of these securities.

Bank obligations are limited to U.S. or Canadian banks
having total assets over $1.5 billion. Investments in savings
association obligations are limited to U.S. savings banks with
total assets over $1.5 billion. Investments in bank obligations
can include instruments issued by foreign branches of U.S. or
Canadian banks.

In addition, we may invest in U.S. dollar-denominated
obligations issued or guaranteed by foreign governments or their
political subdivisions, agencies, or instrumentalities. We may
also invest in U.S. dollar-denominated obligations of foreign and
domestic branches of foreign banks, having total assets in excess
of $1.5 billion at the time of purchase. We may buy these foreign
securities and other instruments if they meet the same criteria
described above for the Portfolio's investments in general. We
may invest as much as 20% of the Portfolio's assets in foreign
securities. At times the Portfolio may have no foreign
investments.

The commercial paper and other short-term corporate
obligations are determined by us to present minimal credit risks.
We determine that they are either: a) rated in the highest short-
term rating category by at least two nationally recognized
statistical rating organizations; b) rated in the highest short-
term rating by a single rating organization if it's the only
organization that has assigned the obligations a short-term
rating; or c) unrated, but determined by us to be of comparable
quality (also called "First Tier Securities").

We seek to maintain a stable net asset value of $1.00 per
share by investing in assets which present minimal credit risk as
defined above. We expect to maintain an average maturity of 90
days or less.

[margin] THE TRANSAMERICA
PREMIER CASH RESERVE PORTFOLIO
OFFERS THE CONVENIENCE OF A
LOW RISK, RELATIVELY LOW COST
INVESTMENT. YOU CAN GET AT
YOUR MONEY SIMPLY BY

21
<PAGE>

WRITING CHECKS, JUST AS YOU
DO WITH YOUR BANK CHECKING
ACCOUNT (ALTHOUGH THERE IS
A MINIMUM CHECK AMOUNT OF
$500). SEE "BY CHECK" ON
PAGE ___ FOR MORE DETAILS.

SOME POINTS TO CONSIDER WHEN INVESTING The Portfolio provides a
low risk, relatively low cost way to maximize current income
through high quality money market securities that offer stability
of principal and liquidity. The rates on short-term investments
made by us and the daily dividend paid to investors will vary,
rising or falling with short-term rates generally. The
Portfolio's yield will tend to lag behind the changes in interest
rates. The speed with which the Portfolio's yield reflects
current market rates will depend on how quickly its securities
mature and the amount of money available for new investment.

This Portfolio may be a suitable investment for temporary or
defensive purposes. It may also be appropriate as part of an
overall long-term investment strategy.

WHAT IS FUNDAMENTAL? The investment objectives given for each
Portfolio are fundamental. This means they can be changed only
with the approval of the majority of shareholders. We can give
you no assurance that these objectives will be met. Many of the
strategies and policies are not fundamental. This means
strategies and policies can be changed by the Board without your
approval.

If any investment objectives of a Portfolio change, you
should decide if the Portfolio still meets your financial needs.
More information about this is in the Statement of Additional
Information.

A DISCUSSION ABOUT RISK

It's important for you to understand the risks inherent in
investing in different kinds of funds, such as our Portfolios.
All investments are subject to risk. Even money you hide in your
mattress is subject to the risk that inflation may erode its
value. Each of the Portfolios is subject to the following risks:

[margin] HOW YOU FEEL ABOUT
RISK IS PERSONAL. RISK IS
NOT NECESSARILY BAD; IT
SIMPLY MEANS UNCERTAINTY OR
UNEXPECTED CHANGE. TRY TO
COME UP WITH A BALANCE OF
INVESTMENTS THAT ALLOWS YOU
TO GO AFTER YOUR MAIN GOALS
WHILE STILL GIVING YOU
PEACE OF MIND.

MARKET OR PRICE VOLATILITY RISK For stocks, this refers to the
up and down price fluctuations, or volatility, caused by changing
conditions in the financial markets. For bonds and other debt
securities, it is the change in market price caused by interest
rate movements. Longer-maturity bond funds and stock funds are
more subject to this risk than money market and shorter-maturity
bond funds.

22
<PAGE>

FINANCIAL OR CREDIT RISK For stocks and other equity securities,
financial risk comes from the possibility that current earnings
of the stock company will fall or that overall financial
circumstances will decline. Either of these could cause the
security to lose its value. For bonds and other debt securities,
financial risk comes from the possibility that the issuer will
not be able to pay principal and interest on time. Funds with low
quality bonds and speculative stock funds are more subject to
this risk than funds with government or high quality bonds. For
more information, see "High-Yield ('Junk') Bonds" on page ____
and "Summary of Bond Ratings" on page ____.

CURRENT INCOME RISK The Portfolios receive income, either as
interest or dividends, from the securities in which they have
invested. Each Portfolio pays out substantially all of this
income to its shareholders as dividends. See the footnote for
"What About Taxes" on page ____. The dividends paid out to
shareholders are called current income. Current income risk means
how much and how quickly overall interest rate or dividend rate
changes on income received by the Portfolios affects our ability
to maintain the current level of income paid to shareholders.

INFLATION OR PURCHASING POWER RISK Inflation risk is the
uncertainty that your invested dollars may not buy as much in the
future as they do today. Longer-maturity bond funds are more
subject to this risk than money market or stock funds.

SOVEREIGN RISK Sovereign risk is the potential loss of assets or
earning power due to government actions, such as taxation,
expropriation, or regulation. Funds with large investments
overseas or funds with tax-advantaged investments are more
subject to this risk.

More in-depth information is provided in the Statement of
Additional Information.

SHAREHOLDER SERVICES

[boxed sidebar]
HOW TO GET IN TOUCH WITH US
IF YOU ARE A NEW INVESTOR,
YOU CAN CALL 1-800 [INSERT
FULFILL NUMBER] FOR MORE
INFORMATION.

IF YOU ARE A CURRENT
SHAREHOLDER, YOU CAN CALL
1-800-503-8923 TO OBTAIN
INFORMATION ABOUT YOUR
ACCOUNT, OR TO INVEST
ADDITIONAL AMOUNTS IN ANY
OF THE TRANSAMERICA PREMIER
PORTFOLIOS.

We realize that many people are just a little intimidated by
the investing process. Our goal is to make your investment in our
Portfolios, and the ongoing account servicing, as simple as
possible. Each of the following shareholder services works to
make your life just a little bit easier:

23
<PAGE>

. Simple application form with service representatives to assist
you.
. Purchases, exchanges and redemptions by phone.
. Purchases and redemptions by wire.
. Automatic Investment Plan - you designate an amount of $50 or
more to be automatically withdrawn from your checking, savings
or other bank account and deposited into the Portfolio you
select.
. Automatic Exchange Plan - allows you to specify an amount to
be automatically withdrawn from one Portfolio and deposited
into another Portfolio on a regular basis, once or twice a
month.
. Automatic Income Plan - you can receive automatic monthly
payments from your Portfolio account to your checking or
savings account.
. Automatic investment of dividends.
. Uniform Gifts to Minors (UGMA or UTMA).
. Transmission of redemption proceeds by electronic funds
transfer.
. Check writing - unless your account is for a Pension or
Retirement Savings Plan, you can write checks for $500 or more
against your Transamerica Premier Cash Reserve Portfolio
account.
. Individual Retirement Account (IRA) - we will administer your
IRA or SEP.

[margin] MORE DETAILS
ON THESE AND OTHER
SERVICES ARE IN THE
NEXT SECTIONS.

The Company reserves the right to amend, suspend, or
discontinue offering any of these options at any time without
prior notice.

OPENING YOUR ACCOUNT

To open an account, complete the attached application and
send it to us with a check, money order, or wire for the amount
you want to invest. Mail the application to:
Transamerica Investors
PO Box [insert box number]
Boston, MA 02266-8520
If you need help in filling out your application, call one
of our customer service representatives at 1-800-503-8923. We
will be happy to walk you through the application and help you
understand everything.

[margin] IT'S EASY TO
SET UP AN IRA ACCOUNT.
WHEN YOU SET UP AN IRA,
YOU ENJOY TAX-DEFERRED
INVESTMENT EARNINGS.
YOU MAY WANT TO
CONSOLIDATE SEVERAL
IRAS OR YOU MAY NEED TO
INVEST A DISTRIBUTION
FROM A FORMER EMPLOYER'S
PENSION PLAN.

IRA/SEP ACCOUNTS You can establish an Individual Retirement
Account (IRA) or Simplified Employee Pension (SEP) with
Transamerica Premier Portfolios. Contributions to an IRA or SEP
may be deductible from your taxable income, depending on your
personal tax situation. Please call 1-800 [insert fulfill] for
your IRA/SEP application kit, or for additional information.
24
<PAGE>

The kit has information on whether you qualify for deductible
contributions to an IRA.

If you are receiving a distribution from your pension plan,
or you would like to transfer your IRA account from another
financial institution, you can continue to get tax-deferred
growth by transferring these proceeds to your Transamerica
Premier Portfolio IRA. If you want to rollover distributions from
your pension plan to an IRA in one or more of the Portfolios, the
money must be paid directly by your employer to Transamerica
Investors, Inc. to avoid a 20% federal withholding tax. See "What
About Taxes?" on page ____.

There is an annual fee of $10 per Portfolio in which you own
shares for administering your IRA or SEP. This is limited to a
maximum annual fee of $36 per taxpayer identification number.
Alternatively, you can pay a one-time, non-refundable fee of $100
for all IRA/SEP accounts that are maintained under the same
taxpayer identification number. We will deduct the annual fee
ordinarily during December of each year or at the time you fully
redeem your shares in a Portfolio, if before then. We will waive
this fee if the value of your shares in all Portfolios is $5,000
or more when the fee is due. The Company reserves the right to
change the fee at any time without prior notice.

HOW TO BUY SHARES

YOU MAY BUY SHARES IN ONE OF FOUR WAYS:

1) BY MAIL Fill out an investment coupon from a previous
confirmation statement, or indicate on your check or a separate
piece of paper your name, address and account number, and mail it
to:

Transamerica Investors
PO Box [insert box number]
Boston, MA 02266[XXXX]

[margin] YOU HAVE FOUR
OPTIONS WHEN IT COMES
TO INVESTING IN THE
PORTFOLIOS - BY MAIL,
TELEPHONE, WIRE, OR
WITH THE AUTOMATIC
INVESTMENT PLAN. THE
AUTOMATIC INVESTMENT
PLAN AUTOMATICALLY
TAKES MONEY OUT OF
YOUR BANK ACCOUNT AND
INVESTS IT INTO THE
PORTFOLIOS OF YOUR CHOICE.

2) BY TELEPHONE If you elect the telephone purchasing service on
your application, you can authorize individual, electronic
withdrawals from a designated bank account by calling 1-800-503-
8923.

We take reasonable precautions to make sure that telephone
instructions are genuine. Precautions include requiring you to
positively identify yourself, tape recording the telephone
instructions, and providing written confirmations. We accept all
telephone instructions we reasonably believe to be accurate and
genuine. Any losses arising from communication errors are your
responsibility. If reasonable procedures are not used to confirm
that instructions communicated by telephone are genuine, the
Company may be

25
<PAGE>

liable for any losses due to unauthorized or fraudulent
transactions. For detailed information on how telephone
transactions will operate, see the Statement of Additional
Information.

[margin] WE TAKE REASONABLE
STEPS TO MAKE SURE YOUR
TELEPHONE INSTRUCTIONS ARE
AUTHORIZED AND ACCURATE. WE
RECORD ALL PHONE CALLS AND
SEND YOU CONFIRMATION OF
ALL TELEPHONE TRANSACTIONS.
YOU ARE RESPONSIBLE FOR THE
ACCURACY OF PHONE INSTRUCTIONS.

3) BY AUTOMATIC INVESTMENT PLAN You can make investments
automatically by electing this service in your application. It
will authorize us to take regular, automatic withdrawals from
your bank account. These periodic investments must be at least
$50 for each Portfolio in which you are automatically investing.
You can change the date or amount of your monthly investment, or
terminate the Automatic Investment Plan, at any time by letter or
telephone call (with prior authorization). Give us your request
at least 20 business days before the change is to become
effective. You may also be able to have investments automatically
deducted from:

(1) your paycheck at work;
(2) your savings account; or
(3) other sources of your choice.
Call 1-800-503-8923 for more information.

[margin] THE AUTOMATIC
INVESTMENT PLAN IS A
GOOD WAY FOR YOU TO
TAKE ADVANTAGE OF
DOLLAR-COST AVERAGING.
DOLLAR-COST AVERAGING
IS A WAY OF MAKING
REGULAR, SYSTEMATIC
INVESTMENTS INTO YOUR
PORTFOLIOS - FOR EXAMPLE,
$200 EVERY MONTH -
THROUGHOUT THE YEAR.
WHEN YOU AVERAGE ALL OF
YOUR PURCHASES FOR AN
ENTIRE YEAR, DOLLAR-COST
AVERAGING OFTEN RESULTS
IN A LOWER PER SHARE
COST. AND IT GIVES YOU
THE CONVENIENCE AND
DISCIPLINE OF SYSTEMATIC
INVESTMENT.

4) BY WIRE You can make your initial or subsequent investments
in the Portfolios by wire. Here's what you need to do:
(1) send us your application form (initial investment
only);
(2) call 1-800-503-8923 for a wire number;
(3) instruct your bank to wire money to State Street Bank,
ABA number 011000028, DDA number ___________ ; and
(4) specify on the wire:
a) "Transamerica Investors, Inc.;"
b) your Portfolio's account number, if you have one;
c) identify the Portfolios in which you would like to
purchase shares, and the amount to be allocated to each
Portfolio (e.g. $5,000 in the Transamerica Premier
Equity Portfolio and $4,000 in the Transamerica Premier
Bond Portfolio);
d) your name, your city and state; and
e) your wire number.

26
<PAGE>

Wired money is considered received by us when we receive all
the required information listed above. If we receive your
telephone call before the New York Stock Exchange closes, usually
4:00 p.m. Eastern time, the money is usually credited that same
day if you have supplied us with all other needed information.

MINIMUM INVESTMENT AMOUNTS The minimum initial investment in any
of the Portfolios is $2,000. The minimum is reduced to $250 if
the account is for a Pension or Retirement Savings Plan or a
Uniform Gift to Minors or Uniform Transfer to Minors (UGMA/UTMA).
The minimum subsequent investment by check or telephone is $100.
The minimum initial and subsequent investments for the Automatic
Investment Plan or a group billing purchase program is $50 per
Portfolio. There is no minimum subsequent investment if your
account is for a Pension or Retirement Savings Plan.

Your investment must be a specified dollar amount. We cannot
accept purchase requests specifying a certain price, date, or
number of shares; these investments will be returned. The price
you pay for your shares will be the next determined net asset
value after your purchase order is received. See "Share Price" on
page ___. The Company reserves the right to reject any
application or investment. There may be circumstances when the
Company will not accept new investments in one or more of the
Portfolios.

HOW TO SELL SHARES

You can sell your shares (called redeeming) at any time.
You'll receive the net asset value next determined after we
receive your redemption request, assuming all requirements have
been met. Before redeeming, please read "When Share Price Is
Determined" on page __, and "Minimum Account Balances" on page
___.

[margin] YOU CAN SELL
YOUR SHARES VIA ANY
OF FOUR WAYS: (1) BY
MAIL; (2) BY PHONE;
(3) BY CHECK; OR (4)
UNDER AN AUTOMATIC
INCOME PLAN.

YOU MAY SELL SHARES IN ONE OF FOUR WAYS:

1) BY MAIL Your written instructions to us to redeem shares can
be in any one of the following forms:
. By redemption form, available by calling 1-800-503-8923;
. By letter; or
. By assignment form or other authorization granting power
with respect to your shares in one of the Portfolios.
Once mailed to us, your redemption request is irrevocable
and cannot be modified or canceled.

If the amount redeemed is over $50,000, all signatures must
be guaranteed. See "Signature Guarantee" on page___. The request
must be signed by each registered owner. All owners must sign the
request exactly as their names appear in the registration. For
example, if the owner's name

27
<PAGE>

appears in the registration as John Michael Smith, he must sign
that way and not as John M. Smith.

2) BY TELEPHONE If you have previously authorized telephone
directions in writing (e.g. in your application), you can redeem
your shares by calling 1-800-503-8923. Be careful in calling,
since once made, your telephone request cannot be modified or
canceled.

You have several options for receiving your redemption:
. By check;
. By electronic transfer to your bank; or
. By wire transfer ($8 fee).

If you call us before the close of the New York Stock
Exchange, usually 4:00 p.m. Eastern time, you will receive the
price determined as of the close of that business day. See "Share
Price" on page ____. Before calling, read " Points to Remember
When Redeeming" on page ____.

3) BY CHECK (Transamerica Premier Cash Reserve Portfolio only)
Redemptions can be made from the Transamerica Cash Reserve
Portfolio by check. To be eligible, you must have applied for the
check writing feature on your account application. The
signature(s) you designated must appear on the check for it to be
honored. If you close your account by check, we will send you any
accrued dividends by check. You can write an unlimited number of
checks, as long as each check is for $500 or more, and as long as
the Portfolio account balance does not drop below $500. See
"Minimum Account Balances" on page ____.

This option is not available for Pension or Retirement
Savings Plan accounts (including IRA's), or any other account
controlled by a fiduciary.

[margin] IF YOU'RE INVESTED
IN THE TRANSAMERICA PREMIER
CASH RESERVE PORTFOLIO,
GETTING AT YOUR MONEY CAN
BE AS EASY AS WRITING A CHECK.

4) BY AUTOMATIC INCOME PLAN Under the Automatic Income Plan we
automatically redeem enough shares each month to provide you with
a check or automatic deposit to your bank account. The minimum is
$50 per Portfolio. Please tell us: a) when you want to be paid
each month; b) how much you want to be paid; and c) from which
Portfolio(s). To set up an Automatic Income Plan, call us at 1-
800-503-8923.

If your monthly income payments exceed the dividends,
interest, and capital appreciation on your shares, the payments
will deplete your investment.

28
<PAGE>

You can specify the Automatic Income Plan when you make your
first investment. If you sign up for the plan later, the request
for the Automatic Income Plan or any increase in payment amount
must be signed by all owners of your account.

[margin] IF YOU WANT TO
RECEIVE A FLAT AMOUNT
EACH MONTH, USE THE AUTOMATIC
INCOME PLAN. WE WILL
AUTOMATICALLY SELL ENOUGH
SHARES EVERY MONTH TO
PROVIDE YOU WITH AN INCOME
PAYMENT. AMOUNTS PAID TO YOU
BY AUTOMATIC INCOME PLAN ARE
NOT A RETURN ON YOUR INVESTMENT.
YOU MUST REPORT ANY GAINS OR
LOSSES ON YOUR INCOME TAX
RETURN. WE WILL PROVIDE
INFORMATION TO YOU CONCERNING
ANY GAIN OR LOSS.

You can request us to send payments to an address other than
the address of record at the time of your first investment. After
that, a request to send payments to an address other than the
address of record must be signed by all owners of your account,
with their signatures guaranteed.

The Automatic Income Plan option can be terminated at any
time. If it is, we will notify you. You can terminate the Plan or
change the amount of the payments by writing or calling us.
Termination or change will become effective within 15 days after
we receive your instructions.

HOW LONG WILL IT TAKE? We will usually send your redemption
payment to you on the second business day after we receive your
request, but not later than seven days afterwards, assuming we
have all the information we need. If the information you provide
us is incomplete, we will contact you, but this may delay the
redemption.

The Company may postpone such payment if: (a) the New York
Stock Exchange is closed for other than usual weekends or
holidays, or trading on the New York Stock Exchange is
restricted; (b) an emergency exists as defined by the U.S.
Securities and Exchange Commission (the "Commission"), or the
Commission requires that trading be restricted; or (c) the
Commission permits a delay for the protection of investors.

When a redemption occurs shortly after a recent check
purchase, the redemption proceeds may be held beyond seven days
but only until the purchase check clears, which may take up to 15
days. If you anticipate redemptions soon after you purchase your
shares by check, you can avoid this delay by wiring your purchase
payment.

If you request a redemption check within 30 days of your
address change, you must send us your request in writing with a
signature guarantee. Keep your address current by writing or
calling in your new address to us as soon as possible.

POINTS TO REMEMBER WHEN REDEEMING
. All redemptions are made and the price is determined on the
day we receive all necessary documentation. See "When Share
Price Is Determined" on page ___.
. We cannot accept redemptions specifying a certain date or
price. We will return these requests.

29
<PAGE>

. For redemptions greater than $250,000 the Company reserves the
right to give you securities instead of cash. See the
Statement of Additional Information, or call us at 1-800-503-
8923.
. Except for a transfer of redemption proceeds to the custodian
of a tax-qualified plan, we will make all payments to the
registered owner of the shares, unless you tell us otherwise.
We will mail all checks to the address of record, unless you
tell us otherwise.
. If the redemption request is made by a corporation,
partnership, trust, fiduciary, agent, or unincorporated
association, the individual signing the request must be
authorized. If the redemption is from an account under a
qualified pension plan, spousal consent may be required.
. A request to redeem shares in an IRA or 403(b) plan must be
accompanied by an IRS Form W4-P (pension income tax
withholding form, which we will provide) and a reason for
withdrawal. This is required by the IRS.
. If you use the services of a broker to sell your Investor
Shares, you may be charged an additional fee.
Please call us at 1-800-503-8923 or write to Transamerica
Investors, PO Box 8520, Boston, MA 02266-8520 for further
information.

HOW TO EXCHANGE SHARES

BETWEEN PORTFOLIOS AND CLASSES If your investment needs change,
you can exchange shares in any Portfolio for shares of any other
Portfolio within the same class. Exchanges can be made in writing
or by telephone at any time by shareholders. The procedures
relating to exchanges in writing and by telephone are the same as
for purchases. Exchanges are available to any resident of any
state in which shares of the Portfolio are legally sold.

Exchanges between different classes of shares will be on the
basis of the relative net asset values of the respective shares
to be exchanged. You may be able to exchange your shares for
shares of a class having a different pricing structure if you are
no longer eligible to purchase shares of the original class due
to a change in your status. You will receive advance notice if
your shares must be exchanged for another class of shares.

[margin] EXCHANGING SHARES
AMONG PORTFOLIOS WITH
DIFFERENT INVESTMENT OBJECTIVES
GIVES YOU THE OPPORTUNITY TO
KEEP YOUR GOALS IN SIGHT AS
YOUR LIFESTYLE AND NEEDS CHANGE.
FOR EXAMPLE, AS YOU GET CLOSER
TO RETIREMENT AGE, YOU MAY WANT
TO MOVE SOME OF YOUR INVESTMENT
DOLLARS INTO MORE CONSERVATIVE
FUNDS TO BETTER PROTECT YOUR
NEST EGG.

BY AUTOMATIC EXCHANGE PLAN You can make automatic share
exchanges once or twice a month. You can elect this service on
the application, or request the service in writing to us. Your
request must be signed by all registered owners of the account.
Call 1-800-503-8923 for information.

30
<PAGE>

POINTS TO REMEMBER WHEN MAKING EXCHANGES Make sure you
understand the investment objective of the Portfolio into which
you are exchanging shares. The exchange service is not designed
to give shareholders the opportunity to "time the market." It
gives you a convenient way to change the balance between the
accounts so that it more closely matches your overall investment
objectives and risk tolerance level.

. You can make an unlimited number of exchanges between the
Portfolios. However, unless you are using the Automatic
Exchange Plan, further exchanges may be suspended for the
remainder of any calendar year during which you make more than
four exchanges involving a single Portfolio. This limitation
is designed to keep each Portfolio's asset base stable and to
reduce its administrative expenses.
. An exchange is treated as a sale of shares from one Portfolio
and the purchase of shares in another Portfolio. Exchanges are
taxable events. See "What About Taxes?" on page ____.
. Exchanges into or out of the Portfolios are made at the next
determined net asset value per share after we receive all
necessary information for the exchange.
. Exchanges are accepted only if the ownership registrations of
both accounts are identical.
. The Company reserves the right to reject any exchange request
and to modify or terminate the exchange option at any time.

[margin] EXCHANGES ARE TREATED
THE SAME AS PURCHASES AND
REDEMPTIONS. THERE ARE TAX
CONSIDERATIONS YOU SHOULD
DISCUSS WITH YOUR TAX ADVISER.

OTHER INVESTOR REQUIREMENTS AND SERVICES

TAX IDENTIFICATION NUMBER You must furnish your taxpayer
identification number and state whether or not you are subject to
back-up withholding for prior under-reporting. If you don't
furnish your tax I.D. number, redemptions or exchanges of shares,
as well as dividends and capital gains distributions, will be
subject to federal withholding tax.

CHANGING YOUR ADDRESS To change the address on your account,
please call us at 1-800-503-8923, or send us a written
notification signed by all registered owners of your account.
Include the name of your Portfolio(s), the account number(s), the
name(s) on the account and both the old and new addresses. Within
the first 30 days after an address change, telephone redemptions
are permissible only if the redemption proceeds are wired or
electronically transferred. See "How to Sell Shares" on page
____.

31
<PAGE>

This is required to comply with general stock transfer rules. You
must obtain a written guarantee that states "Signature(s)
Guaranteed" and is signed in the name of the guarantor by an
authorized person. If you have any questions, call 1-800-503-
8923.

Our policy to waive the signature guarantee for amounts of
$50,000 or less can be amended or discontinued at any time. A
signature guarantee may be required with regard to any particular
redemption transaction.

[margin] THERE IS A LOT OF
ADMINISTRATIVE WORK IN
MAINTAINING YOUR ACCOUNT
SO WE REQUIRE THAT YOU
KEEP AT LEAST $500 IN EACH
PORTFOLIO ACCOUNT. OF
COURSE, YOU'RE FOR THE
LONG HAUL, SO IT'S TO YOUR
ADVANTAGE TO KEEP BUILDING
UP YOUR ACCOUNTS. THIS
GIVES YOUR MONEY A CHANCE
TO REALLY WORK FOR YOU.

MINIMUM ACCOUNT BALANCES You must maintain a minimum balance of
$500 in each Portfolio in which you own shares. If a Portfolio's
value falls below $500, we will notify you. You will have 30 days
to increase your balance to or above the minimum. If you do not
increase your balance, we will redeem your shares and pay the
value to you.

This minimum does not apply if you are actively contributing
to that Portfolio through an Automatic Investment Plan. If your
Portfolio is for a Pension or Retirement Savings Plan, we will
exchange the balance to another Portfolio of your choice.

HOW YOU WILL GET ONGOING INFORMATION ABOUT THE PORTFOLIOS We
will send you a consolidated, quarterly statement of your account
showing all transactions since the beginning of the current
quarter. You can request a statement of your account activity at
any time. Also, each time you invest, redeem, transfer or
exchange shares, we will send you a confirmation of the
transaction.

We will send you an annual report that includes audited
financial statements for the fiscal year. It will include a list
of securities in each Portfolio on that date. We will also send
you a semi-annual report that includes unaudited financial
statements for the previous six months. It will also include a
list of securities in each Portfolio on that date.

We will send you a new prospectus each year. The Statement
of Additional Information is also revised each year. We will send
this to you only if you request it.

[margin] WE'LL KEEP YOU
INFORMED ABOUT HOW YOUR
INVESTMENTS ARE DOING WITH
QUARTERLY STATEMENTS AND
SEMI-ANNUAL AND ANNUAL REPORTS.

HOW TO TRANSFER YOUR SHARES TO ANOTHER PERSON You can transfer
ownership of your shares to another person or organization, or
change the name on an account, by sending us written
instructions. The request must be signed by all registered owners
of your account. To change the name on an account, the shares
must be transferred to a new account. If the amount transferred
exceeds $50,000, the request must include a signature guarantee.

32
<PAGE>

See "Signature Guarantee" on page _____. This option is not
available for Pension or Retirement Savings Plans. Please call us
at 1-800-503-8923 for additional information.

DIVIDENDS AND CAPITAL GAINS

We distribute substantially all of the Portfolios' net
investment income in the form of dividends to you. The following
table shows how often we pay dividends on each Portfolio.
<TABLE>
<CAPTION>
PORTFOLIO DIVIDEND PAID
<S> <C>
- -----------------------------------------------------------------------------
Transamerica Premier Equity Portfolio Quarterly
- -----------------------------------------------------------------------------
Transamerica Premier Equity Index Portfolio Quarterly
- -----------------------------------------------------------------------------
Transamerica Premier Bond Portfolio Monthly
- -----------------------------------------------------------------------------
Transamerica Premier Balanced Portfolio Quarterly
- -----------------------------------------------------------------------------
Transamerica Premier Intermediate Government Portfolio Monthly
- -----------------------------------------------------------------------------
Transamerica Premier Cash Reserve Portfolio Monthly
- -----------------------------------------------------------------------------
</TABLE>

Although we pay dividends monthly on the Transamerica
Premier Cash Reserve Portfolio, dividends are determined daily.
You are entitled to receive dividends from this Portfolio
beginning on the day after we receive your investment.

We distribute net capital gains, if any, on all of the
Portfolios annually.

[margin] YOU'RE INVESTING IN
THE PORTFOLIOS BECAUSE YOU
WANT YOUR MONEY TO GROW.
THE INVESTMENT INCOME
GENERATED BY A PORTFOLIO
IS DISTRIBUTED TO YOU EITHER
AS DIVIDENDS OR CAPITAL GAINS,
OR BOTH. YOU CAN CHOOSE TO
REINVEST OR TAKE CASH,
ACCORDING TO THE THREE
OPTIONS DESCRIBED IN THIS
SECTION.

You can select from among the following distribution
options:

. REINVESTED You can have all of your dividends and capital
gains distributions reinvested in additional shares of
the same or any other Portfolio. Unless you choose one of
the other options, we will select this option for you
automatically;
. CASH & REINVESTED You can choose to have either your
dividends or your capital gains paid in cash and the
other will be reinvested in additional shares in the same
or any other Portfolio; or
. ALL CASH You can choose to have your dividends and
capital gains distributions paid in cash.
We make distributions for each Portfolio on a per share
basis to the shareholders of record as of the distribution date
of that Portfolio. We do this regardless of how long the shares
have been held. That means 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.

33
<PAGE>

WHAT ABOUT TAXES?

FEDERAL TAXES* Dividends paid by a Portfolio from net investment
income, the excess of net short-term capital gain over net long-
term capital loss, and original issue discount or certain market
discount income will be taxable to shareholders as ordinary
income. Dividends paid by a Portfolio from the excess of net
long-term capital gain over net short-term capital loss will be
taxable as long-term capital gains regardless of how long the
shareholders have held their shares. These tax consequences will
apply regardless of whether distributions are received in cash or
reinvested in shares. Dividends to corporate shareholders are not
generally expected to qualify for the corporate dividends-
received deduction. We will notify you after each calendar year
of the amount and character of distributions you received from
each Portfolio for federal tax purposes.

[margin] GENERALLY, WHETHER OR
NOT YOU CHOOSE TO REINVEST
YOUR DIVIDENDS AND CAPITAL
GAINS OR TAKE THEM IN CASH,
THEY ARE CONSIDERED BY THE
IRS TO BE TAXABLE INCOME.

For IRA's and pension plans, dividends and capital gains are
reinvested and not taxed until you receive a qualified
---
distribution from your IRA or pension plan.

You need to consider the tax implications of buying shares
immediately prior to a distribution. Investors who purchase
shares shortly before the record date for a distribution will pay
a per share price that includes the value of the anticipated
distribution. You will be taxed when you receive the distribution
even though the distribution represents a return of a portion of
the purchase price. You may want to call us at 1-800-503-8923
before your purchase. We'll tell you if a distribution is due.

Redemptions and exchanges of shares are taxable events which
may represent a gain or a loss for the shareholder.

Individuals and certain other classes of shareholders may be
subject to backup withholding of federal income tax on
distributions, redemptions and exchanges if they fail to furnish
their correct taxpayer identification number. Individuals,
corporations and other shareholders that are not U.S. persons
under the Code are subject to different tax rules. They may be
subject to nonresident alien withholding on amounts considered
ordinary dividends from the Portfolio.

When you sign your account application, you will be asked to
certify that your social security or taxpayer identification
number is correct. You will also be asked to certify that you are
not subject to backup withholding for failure to report income to
the Internal Revenue Service.

PENSION AND RETIREMENT SAVINGS PROGRAMS The tax rules
applicable to participants and beneficiaries in Pension and
Retirement Savings Programs vary according to the type of plan
and the terms and conditions of the plan. In general,
distributions from these plans are taxed as ordinary income.
Special favorable tax treatment may be available for certain
types of contributions and distributions. Adverse tax
consequences may result from contributions in excess of specified
limits:

34
<PAGE>

(1) distributions prior to age 59 1/2 (subject to certain
exceptions);
(2) distributions that do not conform to specified
commencement and minimum distribution rules;
(3) aggregate distributions in excess of a specified annual
amount; and
(4) in other specified circumstances.
You should consult a qualified tax advisor for more information.

[margin] THERE ARE SPECIAL TAX
CONSIDERATIONS IF YOU ARE
TAKING A CASH DISTRIBUTION FROM
A PENSION PLAN AND ROLLING IT
OVER TO AN IRA IN ONE OF THE
PORTFOLIOS. YOU NEED TO DISCUSS
THIS WITH YOUR TAX ADVISER.

OTHER TAXES In addition to federal taxes, you may be subject to
state and local taxes on payments received from us. Depending on
the state tax rules pertaining to a shareholder, a portion of the
dividends paid by a Portfolio that come from direct obligations
of the U.S. Treasury and certain agencies may be exempt from
state and local taxes. Check with your own tax adviser regarding
specific questions as to federal, state and local taxes.

[footnote] *For each taxable year, we intend to qualify each
Portfolio as a regulated investment company under Subchapter M of
the Internal Revenue Code of 1986, as amended (the "Code").
Qualifying regulated investment companies distributing
substantially all of their ordinary income and capital gains are
not subject to federal income or excise tax on any net investment
income and net realized capital gains distributed to
shareholders. However, the shareholders (you) are subject to tax
on these distributions.

SHARE PRICE

HOW SHARE PRICE IS DETERMINED We value Portfolio securities,
primarily traded on a domestic securities exchange or NASDAQ, at
the last sale price on that exchange on the day the valuation is
made. We take price information on listed securities from the
exchange where the security is primarily traded. If no sale is
reported, we use the mean of the latest bid and asked prices. We
generally price securities traded over-the-counter the same way.
When market quotations are not readily available, we value
securities and other assets at fair value as determined in good
faith by the Board.

[margin] THE PRICE OF YOUR SHARES
IS REFERRED TO AS THEIR NET ASSET
VALUE. WE CALCULATE THE NET ASSET
VALUE EACH DAY THE NEW YORK STOCK
EXCHANGE (THE "EXCHANGE") IS OPEN.

We will value all securities held by the Transamerica
Premier Cash Reserve Portfolio, and any short-term investments of
the other Portfolios that mature in 60 days or less, on the basis
of amortized cost when the Board determines that amortized cost
is fair value. Amortized cost involves valuing

35
<PAGE>

an investment at its cost and a constant amortization to maturity
of any discount or premium, regardless of the effect of assuming
movements in interest rates. For more information, see the
Statement of Additional Information.

WHEN SHARE PRICE IS DETERMINED The price of your shares is their
net asset value. We determine the net asset value by calculating
the total value of the Portfolio's assets, deducting total
liabilities, and dividing the result by the number of shares
outstanding. Except for the Transamerica Premier Cash Reserve
Portfolio, we determine the net asset value only on days that the
New York Stock Exchange (the "Exchange") is open. We determine
the net asset value of the Transamerica Premier Cash Reserve
Portfolio only on days that the Federal Reserve is open.

[margin] WHEN YOU BUY OR SELL
SHARES, YOU GET THE SHARE
PRICE THAT WE DETERMINE AT
THE CLOSE OF THE EXCHANGE ON
THE DAY WE RECEIVE YOUR
REQUEST. IF WE RECEIVE YOUR
REQUEST AFTER THE CLOSE OF
THE EXCHANGE, YOU GET THE
SHARE PRICE AT THE CLOSE OF
THE FOLLOWING DAY.

If we receive your investment or redemption request before
the close of business on the Exchange, usually 4:00 p.m. Eastern
time, your share price for that transaction will be the price we
determine at the close of the Exchange that day. When investment
and redemption requests are received after the Exchange is
closed, we use the share price at the close of the Exchange the
next day the Exchange is open. We consider investment and
redemption requests by telephone to be received at the time of
your telephone call, assuming you've given us all required
information.

We consider purchase payments to be received only when your
check, wire, or automatic investment funds are received by us
along with all required information. We consider wired funds to
be received on the day they are deposited in the Company's bank
account. If you call us with wire instructions before the
Exchange closes, we usually deposit the money that day.

WHERE TO FIND INFORMATION ABOUT SHARE PRICE You can get the
current net asset values of your Portfolios by calling us at 1-
800-503-8923. The net asset value of each Portfolio may also be
published in leading newspapers daily, once its net assets reach
a certain amount.

INVESTMENT ADVISER AND ADMINISTRATOR

INVESTMENT ADVISER SERVICES The Investment Adviser is
responsible for making investment decisions for the Portfolios.
The Investment Adviser is also responsible for the selection of
brokers and dealers to execute transactions for each Portfolio.
Some of these brokers or dealers may be affiliated persons of the
Company, the Investment Adviser, Administrator, or the
Distributor.

36
<PAGE>

Since it is our policy to seek the best price and execution for
each transaction, the Investment Adviser may give consideration
to brokers and dealers who provide us with statistical
information and other services in addition to transaction
services. Additional information about the selection of brokers
and dealers is provided in the Statement of Additional
Information.

Trading decisions for each of the Portfolios described in
this Prospectus are made by a team of expert managers and
analysts headed by a team leader. The team leader is primarily
responsible for the day-to-day decisions related to their
Portfolio. They are supported by the entire group of managers and
analysts. The team leader of any one Portfolio may be on another
Portfolio team. The transactions and performance of the
Portfolios are reviewed continuously by the Investment Adviser's
senior officers.

Here's a listing and brief biography of the team leaders for
each of the Portfolios:

. TRANSAMERICA PREMIER EQUITY PORTFOLIO Glen E. Bickerstaff.
Vice President, Senior Portfolio Manager and Director of
Research, Transamerica Investment Services. B.S., University
of Southern California, 1980. Vice President, Fish & Lederer
Investment Counsel, 1986-1987. Vice President, Pacific Century
Advisers, 1980-1986.

. TRANSAMERICA PREMIER EQUITY INDEX PORTFOLIO Christopher J.
Bonavico. Equity Trader & Analyst, Transamerica Investment
Services. M.B.A., New York University, 1993. B.S., University
of Delaware, 1987. Equity Research Analyst, Salomon Brothers,
1989-1993. Business Analyst, Planning & Financial Management,
Chase Manhattan Bank, 1988-1989.

. TRANSAMERICA PREMIER BOND PORTFOLIO Sharon K. Kilmer, C.F.A.
Vice President and Senior Portfolio Manager, Transamerica
Investment Services. Member of the Los Angeles Society of
Financial Analysts. M.B.A., University of Southern California,
1982. B.A., University of Southern California (Magna Cum
Laude, Phi Beta Kappa, recipient USC Midwest Alumnae
Scholarship/Leadership Award), 1980. Joined Transamerica in
1982.

. TRANSAMERICA PREMIER BALANCED PORTFOLIO
BONDS Sharon K. Kilmer, C.F.A. (see above).
STOCKS Jeffrey S. Van Harte, C.F.A. Vice President and Senior
Portfolio Manager, Transamerica Investment Services. Member of
San Francisco Society of Financial Analysts. B.A., California
State University at Fullerton, 1980. Securities Analyst and
Trader, Transamerica Investment Services, 1980-1984.

. TRANSAMERICA PREMIER INTERMEDIATE GOVERNMENT PORTFOLIO AND
TRANSAMERICA PREMIER CASH RESERVE PORTFOLIO Kevin J. Hickam,
C.F.A. Assistant Vice President and Portfolio Manager,
Transamerica Investment Services. Member of Los Angeles
Society of Financial Analysts. M.B.A. Cornell University,
1989. B.S., California State University at Chico, 1984. Senior
Accountant, Santa Clara Savings, 1984-1987.

37
<PAGE>

ADVISER FEE For its services to the Portfolios, the Investment
Adviser receives an Adviser Fee. This fee is based on an annual
percentage of the average daily net assets of each Portfolio. It
is accrued daily, and paid monthly.

The annual fee percentages for the Transamerica Premier
Equity Portfolio are .XX% on the first $1 billion of assets. This
reduces to: .XX% on the next $1 billion; and finally .XX% on
assets over $2 billion. The corresponding fee percentages for the
Transamerica Premier Equity Index Portfolio are .XX%, .XX%, and
.XX% respectively. The corresponding fee percentages for the
Transamerica Premier Bond Portfolio are .XX%, .XX%, and .XX%,
respectively. The corresponding fee percentages for the
Transamerica Premier Balanced Portfolio are .XX%, .XX%, and
.XX%, respectively. The corresponding fee percentages for the
Transamerica Premier Intermediate Government Portfolio are .XX%,
.XX%, and .XX%, respectively. The corresponding fee percentages
for the Transamerica Premier Cash Reserve Portfolio are .XX%,
.XX%, and .XX%, respectively.

The Investment Adviser will reduce the Adviser Fee each
Portfolio must pay if the fee exceeds any state-imposed
restrictive expense limitations. This excludes permissible items,
such as brokerage commissions, Rule 12b-1 payments, interest,
taxes and litigation expenses. The Investment Adviser may waive
some or all of these fees from time to time at its discretion.

The Investment Adviser may from time to time reimburse the
Portfolios for some or all of their operating expenses, including
12b-1 fees. Such reimbursements will increase a Portfolio's
return. This is intended to make the Portfolios more competitive.
This practice may be terminated at any time.

ADMINISTRATOR SERVICES The Investment Adviser pays part of the
Adviser Fee to the Administrator. The Administrator provides
office space for the Company and pays the salaries, fees and
expenses of all Company officers and those directors affiliated
with Transamerica Corporation. Each Portfolio pays all of its
expenses not assumed by the Administrator. This includes transfer
agent and custodian fees and expenses, legal and auditing fees,
printing costs of reports to shareholders, registration fees and
expenses, 12b-1 fees, and fees and expenses of directors
unaffiliated with Transamerica Corporation.

PORTFOLIO INVESTMENT PROCEDURES

BUYING AND SELLING SECURITIES In general, we purchase and hold
securities for each Portfolio for capital growth, current income,
or a combination of those purposes. However, we ordinarily buy
and sell securities whenever we think it is appropriate in order
to achieve the Portfolio's investment objective. Portfolio
changes can result from liquidity needs, securities reaching a
price objective, anticipated changes in interest rates, a change
in the creditworthiness of an issuer, or from general financial
or market developments. Because investment changes usually are
not tied to the length of time a security has been held, a
significant number of short-term transactions may result.

38
<PAGE>

[margin] WE HAVE THE ABILITY
TO BUY AND SELL SECURITIES AS
OFTEN AS WE WISH IN ORDER TO
ACHIEVE THE PORTFOLIO'S
INVESTMENT OBJECTIVE.

We may sell one security and simultaneously purchase another
of comparable quality. We may simultaneously purchase and sell
the same security to take advantage of short-term differentials
and bond yields. Or we may purchase individual securities in
anticipation of relatively short-term price gains. The rate of
securities turnover will not be a determining factor in these
decisions. However, certain tax considerations can restrict our
ability to sell securities in some circumstances when the
security has been held for less than three months. Increased
turnover results in higher costs. These costs result from
brokerage commissions, dealer mark-ups and other transaction
costs on the sale of securities and reinvestment in other
securities. This can result in the acceleration of taxable gains.

Turnover for the insurance company separate accounts (as
described under "Investment Adviser's Performance" on page
_____), also managed by the Investment Adviser, has not been and
will not be a consideration. The Investment Adviser buys and
sells securities for each separate account whenever they believe
it is appropriate to do so. The Transamerica Premier Portfolios
are and will be managed in a substantially similar manner.

We cannot predict precisely the turnover rates for these new
Portfolios, but we expect that the annual turnover rates will
generally not exceed 50% for the Transamerica Premier Equity
Portfolio, 200% for the Transamerica Premier Equity Index
Portfolio, 100% for the Transamerica Premier Bond Portfolio, 50%
for the Transamerica Premier Balanced Portfolio, and 300% for the
Transamerica Premier Government Bond Portfolio. We expect the
turnover rate for the Transamerica Premier Cash Reserve Portfolio
to be zero for regulatory purposes. A 100% annual turnover rate
would occur if all of a Portfolio's securities were replaced one
time during a one year period. Short-term gains realized from
turnover are taxable to shareholders as ordinary income, except
for shares held in special tax-qualified accounts (such as IRA's
or employer sponsored pension plans). In addition, higher
turnover rates can result in corresponding increases in brokerage
commissions and other transaction costs. We generally will not
consider turnover rates in making investment decisions on behalf
of any Portfolio consistent with the Portfolio's investment
objective and policies.

For more information, see "What About Taxes?", on page ___,
and the Statement of Additional Information.

PORTFOLIO LENDING As a way to earn additional income, we may
lend Portfolio securities to creditworthy persons not affiliated
with the Portfolios. Such loans must be secured by cash
collateral or by irrevocable letters of credit maintained on a
current basis in an amount at least equal to the market value of
the securities loaned. During the existence of the loan, we must
continue to receive the equivalent of the interest and dividends
paid by the issuer on the securities loaned and interest on the
investment of the collateral. We must have the right to call the
loan and obtain the securities loaned at any time on five days'
notice. This includes the right to call the loan to enable the us
to execute shareholder voting rights. Such loans cannot exceed
one-third of the Portfolio's net assets taken at market value.
Interest on loaned securities cannot exceed

39
<PAGE>

10% of the annual gross income of the Portfolio (without offset
for realized capital gains). The lending policy described in this
paragraph is a fundamental policy that can be changed only by a
vote of a majority of shareholders.

Lending securities to broker-dealers and institutions could
result in a loss or a delay in recovering the Portfolio's
securities.

BORROWING POLICIES OF THE PORTFOLIOS We can borrow money from
banks or engage in reverse repurchase agreements, for temporary
or emergency purposes. We can borrow up to one-third of a
Portfolio's total assets. To secure borrowings, we can mortgage
or pledge securities in an amount up to one-third of a
Portfolio's net assets. If we borrow money, a Portfolio's share
price may be subject to greater fluctuation until the borrowing
is paid off. If we make additional investments while borrowings
are outstanding, this may be considered a form of leverage.

REPURCHASE AGREEMENTS We may enter into repurchase agreements
with Federal Reserve System member banks or U.S. securities
dealers. A repurchase agreement occurs when, at the time we
purchase an interest-bearing debt obligation, the seller agrees
to repurchase the debt obligation on a specified date in the
future at an agreed-upon price. The repurchase price reflects an
agreed-upon interest rate during the time the Portfolio's money
is invested in the security. Since the security constitutes
collateral for the repurchase obligation, a repurchase agreement
can be considered a collateralized loan. Our risk is the ability
of the seller to pay the agreed-upon price on the delivery date.
If the seller is unable to make a timely repurchase, our expected
proceeds could be delayed, or we could suffer a loss in principal
or current interest, or incur costs in liquidating the
collateral. We have established procedures to evaluate the
creditworthiness of parties making repurchase agreements.

The securities underlying repurchase agreements are not
subject to the restrictions applicable to maturity of the
Portfolios or their securities.

We will not invest in repurchase agreements maturing in more
than seven days if that would constitute more than 10% of its net
assets when taking into account the remaining days to maturity of
our existing repurchase agreements.

WHEN-ISSUED SECURITIES We may sometimes purchase new issues of
securities on a when-issued basis. The price of when-issued
securities is established at the time the commitment to purchase
is made. Delivery of and payment for these securities typically
occur 15 to 45 days after the commitment to purchase. Interest
rates on debt securities at the time of delivery may be higher or
lower than those contracted for on the when-issued security. We
maintain a segregated account for each of the Portfolios
consisting of cash or high-quality liquid debt securities in an
amount at least equal to the when-issued commitments.

SHORT SALES We may sell securities which we do not own, or
intend to deliver to the buyer if we do own ("sell short") if, at
the time of the short sale, we own or have the right to acquire
an equal amount of the security being sold short at no additional
cost. These transactions allow us to hedge against price
fluctuations by locking in a sale price for securities we do not
wish to sell immediately.

40
<PAGE>

We may make a short sale when we want to sell a security we
own at a current attractive price. This allows us to postpone a
gain or loss for federal income tax purposes and to satisfy
certain tests applicable to regulated investment companies under
the Code. We will make short sales only if the total amount of
all short sales does not exceed 10% of the Portfolio. This
limitation can be changed at any time.

MUNICIPAL OBLIGATIONS We may invest in municipal obligations for
any Portfolio, except for the Transamerica Premier Equity Index
Portfolio. This includes the equity Portfolios as part of their
cash management techniques. In addition to the usual risks
associated with investing for income, the value of municipal
obligations can be affected by changes in the actual or perceived
credit quality. The credit quality of a municipal obligation can
be affected by, among other factors: a) the financial condition
of the issuer or guarantor; b) the issuer's future borrowing
plans and sources of revenue; c) the economic feasibility of the
revenue bond project or general borrowing purpose; d) political
or economic developments in the region or jurisdiction where the
security is issued; and e) the liquidity of the security. Because
municipal obligations are generally traded over the counter, the
liquidity of a particular issue often depends on the willingness
of dealers to make a market in the security. The liquidity of
some municipal issues can be enhanced by demand features which
enable us to demand payment from the issuer or a financial
intermediary on short notice.

HIGH-YIELD ("JUNK") BONDS High-yield bonds (commonly called
"junk" bonds) are lower-rated bonds that involve higher current
income but also present a higher degree of credit risk. Credit
risk is the risk that the issuer of the bonds will not be able to
make interest or principal payment on time. If this happens, we
would lose some of our income, and we could expect a decline in
the market value of the securities affected. We need to carefully
analyze the financial condition of companies issuing junk bonds.
The market prices of lower-rated securities are generally less
sensitive to interest rate changes than higher-rated investments.
But during an economic downturn or a period of rising interest
rates, highly leveraged companies can have trouble making
principal and interest payments, meeting projected business
goals, and obtaining additional financing.

We may also invest in unrated debt securities. Unrated debt,
while not necessarily of lower quality than rated securities, may
not have as broad a market. Because of the size and perceived
demand for the issue, among other factors, certain municipalities
may decide not to pay the cost of getting a rating for their
bonds. We analyze the creditworthiness of the issuer, as well as
any financial institution or other party responsible for payments
on the security, to determine whether to purchase unrated
municipal bonds.

Unrated debt securities will be included in the 35% limit on
non-investment grade debt of the applicable Portfolios, unless we
deem such securities to be the equivalent of investment grade
securities. See "Summary of Bond Ratings" on page _____ and the
Statement of Additional Information for a description of bond
rating categories.

FOREIGN SECURITIES We may invest in foreign securities for each
of the Portfolios, except the Transamerica Premier Equity Index
Portfolio and Transamerica Premier Intermediate Government
Portfolio. These investments

41
<PAGE>

are made through the purchase of American depositary receipts
("ADR's") evidencing ownership of the underlying foreign
securities. ADR's are dollar-denominated and are issued by
domestic banks or securities firms and traded in the U.S.

Investing in securities of foreign issuers involves
different, and sometimes greater, risks than investments in
securities of U.S. issuers. These include an increased risk of
adverse political and economic developments, and, with respect to
certain countries, the possibility of expropriation,
nationalization or confiscatory taxation or limitations on the
removal of the funds or other assets of a Portfolio. These risks
are discussed under "A Discussion About Risk" on page ____.

OPTIONS, FUTURES, AND OTHER DERIVATIVES We may use options,
futures, forward contracts, and swap transactions ("derivatives")
for each of the Portfolios. However, we do not currently use, nor
anticipate using, derivatives for the Transamerica Premier Cash
Reserve Portfolio. We may seek to protect a Portfolio against
potential unfavorable movements in interest rates or securities'
prices by investing in derivatives. If those markets do not move
in the direction we anticipate, we could suffer investment
losses.

We may purchase and write call or put options on securities
or on indexes ("options"). We may also enter into interest rate
or index futures contracts for the purchase or sale of
instruments based on financial indexes ("futures contracts"),
options on futures contracts, forward contracts, and interest
rate swaps and swap-related products. We use these instruments
primarily to adjust a Portfolio's exposure to changing securities
prices, interest rates, or other factors that affect securities
values. This is an attempt to reduce the overall investment risk.

Risks in the use of derivatives include, in addition to
those referred to above: a) the risk that interest rates and
securities prices do not move in the directions being hedged
against, in which case the Portfolio has incurred the cost of the
derivative (either its purchase price or, by writing an option,
losing the opportunity to profit from increases in the value of
the securities covered) with no tangible benefit; b) imperfect
correlation between the price of derivatives and the movements of
the securities' prices or interest rates being hedged; c) the
possible absence of a liquid secondary market for any particular
derivative at any time; d) the potential loss if the counterparty
to the transaction does not perform as promised; and e) the
possible need to defer closing out certain positions to avoid
adverse tax consequences.

More information on derivatives is contained in the
Statement of Additional Information.

MORTGAGE-BACKED AND ASSET-BACKED SECURITIES We may invest in
mortgage-backed and asset-backed securities. The Transamerica
Premier Bond Portfolio and the Transamerica Premier Intermediate
Government Portfolio are more likely to invest in such securities
than the other Portfolios. Mortgage-backed and asset-backed
securities are generally pools of many individual mortgages or
other loans. Part of the cash flow of these securities is from
the early payoff of some of the underlying loans. The specific
amount and timing of such prepayments is difficult to predict,
creating "prepayment risk." For example, prepayments on
Government National Mortgage Association ("GNMA's") are more
likely to increase during periods of declining long-term interest
rates because borrowers tend to refinance when interest rates
drop. In

42
<PAGE>

the event of very high prepayments, we may be required to invest
these proceeds at a lower interest rate, causing us to earn less
than if the prepayments had not occurred. Prepayments will also
limit our ability to participate in as much gain as one would
expect with a comparable security not subject to prepayment.

ZERO COUPON BONDS We may invest in zero coupon bonds and strips.
Zero coupon bonds do not make regular interest payments. Instead,
they are sold at a discount from face value. A single lump sum
which represents both principal and interest is paid at maturity.
Strips are debt securities whose interest coupons are taken out
and traded separately after the securities are issued, but
otherwise are comparable to zero coupon bonds. The market value
of zero coupon bonds and strips generally is more sensitive to
interest rate fluctuations than interest-paying securities of
comparable term and quality.

ILLIQUID SECURITIES We may invest up to 15% of a Portfolio's net
assets in securities that are illiquid, except that the
Transamerica Premier Cash Reserve Portfolio may only invest 10%.
Securities are considered illiquid when there is no readily
available market or when they have legal or contractual
restrictions. Repurchase agreements which mature in more than
seven days are included as illiquid securities. It may be
difficult for us to sell these investments quickly for their fair
market value.

Certain restricted securities that are not registered for
sale to the general public but that can be resold to
institutional investors under Rule 144A may not be considered
illiquid. This is provided that a dealer or institutional trading
market exists. The institutional trading market is relatively
new. Liquidity of the Portfolios' investments could be impaired
if trading for these securities does not further develop or
declines. The Investment Adviser determines the liquidity of Rule
144A securities under guidelines approved by the Board.

VARIABLE RATE, FLOATING RATE, OR VARIABLE AMOUNT SECURITIES We
may invest in variable rate, floating rate, or variable amount
securities for each Portfolio, except for the Transamerica
Premier Equity Portfolio. These are short-term unsecured
promissory notes issued by corporations to finance short-term
credit needs. They are interest-bearing notes on which the
interest rate generally fluctuates on a scheduled basis.

INVESTMENTS IN OTHER INVESTMENT COMPANIES We may invest up to
10% of a Portfolio's total assets in the shares of other
investment companies, but only up to 5% of its assets in any one
other investment company. In addition, we cannot purchase more
than 3% of the securities of any one investment company for any
Portfolio. We intend to keep these investments to a minimum,
since our investment returns are reduced by the other investment
companies' own fees in addition to this Portfolio's fees.

43
<PAGE>

GENERAL INFORMATION

TRANSAMERICA INVESTORS, INC. Transamerica Investors, Inc. was
organized as a Maryland corporation on February 22, 1995. The
Company is registered with the Securities and Exchange Commission
under the 1940 Act as an open-end, diversified management
investment company of the series type. Each Portfolio constitutes
a separate series. Each series has two classes of shares,
Investor Shares and Adviser Shares. The fiscal year-end of each
of the Portfolios is December 31.

The Company is authorized to issue and sell multiple classes
of shares for each of the Portfolios. The Company reserves the
right to issue additional classes of shares in the future without
the consent of shareholders, and can allocate any remaining
unclassified shares or reallocate any unissued classified shares.

Except for the differences noted below and elsewhere in this
Prospectus, each share of a Portfolio has equal dividend,
redemption and liquidation rights with other shares of the
Portfolios and when issued, is fully paid and nonassessable. Each
share of each class represents an identical legal interest in the
same investments of a Portfolio, except that Adviser Shares have
higher distribution fees. Each class has certain other expenses
related solely to that class. Each class will have exclusive
voting rights under the 12b-1 distribution plan. In the event
that a special meeting of shareholders is called, separate votes
are taken by each class only if a matter affects, or requires the
vote of, just that class. Although the legal rights of holders of
each class of shares are identical, it is likely that the
difference in expenses will result in different net asset values
and dividends. The classes may have different exchange
privileges.

As a Maryland corporation, the Company is not required to
hold regular annual meetings of shareholders. Ordinarily there
will be no shareholder meetings, unless requested by shareholders
holding 10% or more of the outstanding shares, or unless required
by the 1940 Act or Maryland law. You are entitled to cast one
vote for each share you own of each Portfolio. At a special
shareholders meeting, if one is called, issues that affect all
the Portfolios in substantially the same way will be voted on by
all shareholders, without regard to the Portfolios. Issues that
do not affect a Portfolio will not be voted on by that Portfolio.
Issues that affect all Portfolios, but in which their interests
are not substantially the same, will be voted on separately by
each Portfolio.

CUSTODIAN AND TRANSFER AGENT Under a Custodian Agreement, State
Street Bank and Trust Company ("State Street"), 225 Franklin
Street, Boston, Massachusetts 02110, holds all securities and
cash assets of the Portfolios, provides recordkeeping services,
and serves as the Portfolios' custodian. State Street is
authorized to deposit securities in securities depositories or to
use services of sub-custodians.

Under a Transfer Agency Agreement, Boston Financial Data
Services ("BFDS"), Two Heritage Drive, Quincy, Massachusetts
02171, serves as the Portfolios' transfer agent. The transfer
agent is responsible for: a) opening and maintaining your
account; b) reporting information to you about your account; c)
paying you dividends and capital gains; and d) handling your
requests for exchanges, transfers and redemptions.

44
<PAGE>

[sidebar] BOSTON FINANCIAL DATA
SERVICES, ONE OF THE BIGGEST
AND MOST EXPERIENCED TRANSFER
AGENTS IN THE BUSINESS, HANDLES
ALL YOUR ACCOUNT TRANSACTIONS
AND PROVIDES REPORTS TO YOU
ABOUT YOUR ACCOUNT. FOR
INFORMATION ABOUT YOUR ACCOUNT,
CALL THE TRANSAMERICA INVESTORS
TEAM AT 1-800-503-8923.

DISTRIBUTOR Transamerica Securities Sales Corporation ("TSSC")
is the principal underwriter and distributor of the shares of
each of the Portfolios. TSSC will distribute Investor Shares.

TSSC is a wholly-owned subsidiary of Transamerica Insurance
Corporation of California, which is a wholly-owned subsidiary of
Transamerica Corporation. TSSC is registered with the Securities
and Exchange Commission as a broker-dealer. TSSC is also a member
of the National Association of Securities Dealers, Inc.

DISTRIBUTION PLAN Each Portfolio makes payments to TSSC
according to a plan adopted to meet the requirements of Rule 12b-
1 under the Investment Company Act of 1940. These fees accrue
daily and are based on an annual percentage of the daily average
net value of the assets represented by each class of shares.

The 12b-1 plan of distribution and related distribution
contracts require the Portfolios to pay distribution and service
fees to TSSC as compensation for its activities, not as
reimbursement for specific expenses. If TSSC's expenses are more
than its fees for any Portfolio, the Portfolio will not have to
pay more than those fees. If TSSC's expenses are less than the
fees, it will keep the excess. The Company will pay the
distribution and service fees to TSSC until the distribution
contracts are terminated or not renewed. In that event, TSSC's
expenses over and above any fees through the termination date
will be TSSC's sole responsibility and not the obligation of the
Company. The Transamerica Investors, Inc. Board of Directors (the
"Board") will annually review the distribution plan and contracts
and TSSC's expenses for each class of shares.

For the Investor Shares class, there is an annual 12b-1
distribution fee of .25% of the average daily net assets of the
Investor shares of each Portfolio, except the Transamerica
Premier Equity Index and Cash Reserve Portfolios. The
distribution fee for the Equity Index and Cash Reserve Portfolios
is .15%. This fee covers such expenses as preparation, printing
and mailing of the Prospectus and Statement of Additional
Information, as well as sales literature and other media
advertising, and related expenses. It can also be used to
compensate sales personnel involved with selling the Portfolios.

From time to time, and for one or more Portfolios within
each class of Shares, the Board can reduce or waive any of these
fees at its discretion. All or any portion of these fees may be
paid by the Investment Adviser for the Company, at the discretion
of the Investment Adviser.

45
<PAGE>

compounded annually, that would have produced the same cumulative
return if the Portfolio's performance had been constant over the
entire period. Each Portfolio's total return shows its overall
dollar or percentage change in value. This includes changes in
the share price and reinvestment of dividends and capital gains.

The performance of a Portfolio can also be measured in terms
of yield. Each Portfolio's yield shows the rate of income the
Portfolio earns on its investments as a percentage of the
Portfolio's share price.

A Portfolio can also separate its cumulative and average
annual total returns into income results and capital gains or
losses. Each Portfolio can quote its total returns on a before-
tax or after-tax basis.

The performance information which may be published for the
Portfolios is historical. It is not intended to represent or
guarantee future results. The value of your Portfolio shares can
be more or less than their original cost when they are redeemed.
For more information, see the Statement of Additional
Information.

MATERIAL LEGAL PROCEEDINGS There are no material legal
proceedings to which the Company is subject, or to which the
Investment Adviser, the Administrator, or the Distributor are
subject which are likely to have a material adverse effect on
their ability to perform their obligations to the Company, or on
the Company itself.

SUMMARY OF BOND RATINGS Following is a summary of the grade
indicators used by two of the most prominent, independent rating
agencies (Moody's Investors Service, Inc. and Standard & Poor's
Corporation) to rate the quality of bonds. The first four
categories are generally considered investment quality bonds.
Those below that level are of lower quality, commonly referred to
as "junk bonds."
<TABLE>
<CAPTION>

STANDARD &
----------
INVESTMENT GRADE MOODY'S POOR'S
---------------- ------- ----------
<S> <C> <C>
Highest quality Aaa AAA
High quality Aa AA
Upper medium A A
Medium, speculative features Baa BBB

LOWER QUALITY
-------------
Moderately speculative Ba BB
Speculative B B
Very speculative Caa CCC
Very high risk Ca CC
Highest risk, may not be
paying interest C C
In arrears or default C D
</TABLE>

For more detailed information on bond ratings, including
gradations within each category of quality, see the Statement of
Additional Information.

46
<PAGE>

PENSION AND RETIREMENT SAVINGS PROGRAMS Following is a listing
of Pension and Retirement Savings Programs.
. 401(a), 401(k)', profit sharing, or money purchase pension
plans (including KEOGH/HR 10 Plans) designed to benefit
employees of corporations, partnerships, and sole proprietors.
. Section 403(b)(7) (Tax-Sheltered Annuity) Plans for employees
of educational organizations or other qualifying, tax exempt
organizations.
. Individual Retirement Account ("IRA"), or comparable program,
for individuals and Simplified Employee Pension ("SEP") Plans
for employers (including sole proprietors) and their
employees.
. Section 457 deferred compensation plans for employees of state
governments and tax exempt organizations.
. Employers' non-qualified plans or savings programs, that do
not qualify for federal tax advantages.
. Other retirement plans or savings programs allowed by the
Board.

[sidebar] TRANSAMERICA PREMIER
PORTFOLIOS PROVIDE A GOOD
SELECTION OF FUNDS FOR YOUR
RETIREMENT OR SAVINGS NEEDS.

47
<PAGE>

TRANSAMERICA
PREMIER PORTFOLIOS
INVESTOR SHARES

NEW INVESTORS

For information on Transamerica Premier Portfolios
call toll-free:

1-800-[insert fulfillment]
and

Mail your application to:

Transamerica Investors
PO Box [insert box number]
Boston, MA 02266-[xxxx]

CURRENT SHAREHOLDERS

For information on net asset values, make telephone
transactions, etc. call toll-free:

1-800-503-8923
or

Send your purchase, redemption and other requests to:

Transamerica Investors
PO Box 8520
Boston, MA 02266-8520

48
<PAGE>

PROSPECTUS: ____________, 1995

TRANSAMERICA
PREMIER PORTFOLIOS
ADVISER SHARES

CONTENTS

SECTION PAGE
THE PREMIER PORTFOLIOS AT A GLANCE ...........................

[margin] HERE'S WHERE YOU CAN
GET A QUICK OVERVIEW OF THE
PORTFOLIOS' INVESTMENT
OBJECTIVES, STRATEGIES, AND
POLICIES, AND SEE IF YOU'RE
THE TYPE OF INVESTOR WHO
MIGHT BE INTERESTED IN THESE
PORTFOLIOS.

PORTFOLIO EXPENSES ...........................................
[margin] ALL OF THE FEES AND
EXPENSES ARE SPELLED OUT HERE,
SO YOU CAN SEE HOW THESE COSTS
COMPARE WITH OTHER FUNDS.

THE MANAGEMENT TEAM ..........................................

INVESTMENT ADVISER'S PERFORMANCE.........
[margin] READ THIS SECTION FOR
INFORMATION ABOUT THE INVESTMENT
ADVISER, INCLUDING SOME INVESTMENT
PERFORMANCE NUMBERS YOU CAN USE TO
COMPARE WITH OTHER FUNDS.

TRANSAMERICA PREMIER PORTFOLIOS IN DETAIL ....................
Transamerica Premier Equity Portfolio ....................
Transamerica Premier Equity Index Portfolio ..............
Transamerica Premier Bond Portfolio ......................
Transamerica Premier Balanced Portfolio ..................
Transamerica Premier Intermediate Government Portfolio ...
Transamerica Premier Cash Reserve Portfolio ..............
What is Fundamental? .....................................

A DISCUSSION ABOUT RISK ......................................
[margin] YOUR TOLERANCE FOR RISK
IS ONE MAJOR PART OF YOUR INVESTMENT
DECISION. YOU SHOULD BE AWARE OF
SEVERAL TYPES OF RISK RELATED TO THE
PORTFOLIOS, WHICH ARE EXPLAINED IN
THIS SECTION.

SHAREHOLDER SERVICES .........................................
[margin] WE OFFER A NUMBER OF
SERVICES THAT MAKE INVESTING
IN THE PORTFOLIOS SIMPLE AND
EFFICIENT, LIKE OUR AUTOMATIC
INVESTMENT PLAN. THIS SECTION
LISTS AND DESCRIBES THESE
SPECIAL SERVICES.

OPENING YOUR ACCOUNT .........................................
[margin] THESE SECTIONS CAN HELP
YOU UNDERSTAND HOW THE TRANSAMERICA
PREMIER PORTFOLIOS CAN BE EASILY
AND CONVENIENTLY USED TO MEET
YOUR NEEDS.

2
<PAGE>

HOW TO BUY SHARES ............................................

HOW TO SELL SHARES ...........................................

HOW TO EXCHANGE SHARES .......................................

OTHER INVESTOR REQUIREMENTS AND SERVICES .....................

DIVIDENDS AND CAPITAL GAINS ..................................
[margin] ONE OF THE ADVANTAGES
OF INVESTING IN MUTUAL FUNDS IS
THE POTENTIAL TO RECEIVE DIVIDENDS
AND/OR CAPITAL GAINS. YOU CHOOSE
HOW YOU WANT TO RECEIVE THESE.

WHAT ABOUT TAXES? ............................................

SHARE PRICE ..................................................

INVESTMENT ADVISER AND ADMINISTRATOR .........................

PORTFOLIO INVESTMENT PROCEDURES ..............................

GENERAL INFORMATION ..........................................

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY STATE OR
OTHER JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER IN
SUCH STATE OR OTHER JURISDICTION.

THE PREMIER PORTFOLIOS AT A GLANCE

TRANSAMERICA PREMIER EQUITY PORTFOLIO
. We seek to maximize long-term capital appreciation for this
Portfolio.

. We invest primarily in common stocks of high quality growth
companies that we consider to be undervalued in the stock
market.

. 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.

3
<PAGE>

TRANSAMERICA PREMIER EQUITY INDEX PORTFOLIO
. We seek to track the performance of the Standard & Poor's
500 Composite Stock Price Index, also known as the S&P 500
Index, for this Portfolio.

. We attempt to reproduce the overall investment
characteristics of the S&P 500 Index by using a combination
of management techniques. Our stock purchases reflect the
S&P 500 Index, but we make no attempt to forecast general
market movements.

. The Portfolio is intended for investors who wish to
participate in the overall growth of the 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.

TRANSAMERICA PREMIER BOND PORTFOLIO
. We seek to achieve a high total return (income plus capital
changes) consistent with preservation of principal for this
Portfolio.

. We invest primarily in a diversified selection of investment
grade corporate and government bonds and mortgage-backed
securities.

. The Portfolio is intended for investors who have the
perspective, patience, and financial ability to take on
above-average bond price volatility in pursuit of a high
total return produced by income from longer-term securities
and capital changes from undervalued credit strength.

TRANSAMERICA PREMIER BALANCED PORTFOLIO
. We seek 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) for this Portfolio.

. We invest in a diversified selection of common stocks,
bonds, and money market instruments and other short-term
debt securities.

. The Portfolio is intended for investors who wish to
participate in both the equity and debt markets, but who
wish to leave the allocation of the balance between them to
professional management. Investors should have the
perspective, patience, and financial ability to take on
average market volatility in pursuit of long-term total
return that balances capital growth and current income.

TRANSAMERICA PREMIER INTERMEDIATE GOVERNMENT PORTFOLIO
. We seek to achieve a high level of current income with the
security of investing in government securities for this
Portfolio.

. We generally invest in securities with an expected average
life at time of purchase of less than 10 years. These
securities are issued or guaranteed by the U.S. Government,
its agencies or instrumentalities, or its political
subdivisions.

. The Portfolio is intended for investors who wish to earn
higher income than is available from money market funds.
Investors should have the perspective and patience to accept
lower income than they would from longer-term bond funds for
the advantage of relatively low market and credit risk over
the long term.

4
<PAGE>

TRANSAMERICA PREMIER CASH RESERVE PORTFOLIO
. This is a money market fund. We seek to maximize current
income consistent with liquidity and preservation of
principal for this Portfolio.

. We invest primarily in high quality U.S. dollar-denominated
money market instruments with remaining maturities of 13
months or less.

. The Portfolio provides a low risk, relatively low cost way
to maximize current income through high quality money market
securities that offer stability of principal and liquidity.
This Portfolio may be a suitable investment for temporary or
defensive purposes and may also be appropriate as part of an
overall long-term investment strategy.

[margin] TO MAKE AN INVESTMENT
IN ONE OR MORE OF THESE PORTFOLIOS,
SEE "OPENING YOUR ACCOUNT" ON
PAGE _____.

PORTFOLIO EXPENSES

Each Portfolio bears the costs of its operations. These
costs include, but are not limited to, fees for investment
adviser, distribution, shareholder service, independent
directors, professional and brokerage services, security pricing
services, custody, transfer agency, recordkeeping services,
pension plan services, insurance, federal and state registration,
amortized expenses, taxes, and any other extraordinary expenses.

ADVISER SHARES Adviser Shares are available only for Pension and
Retirement Savings Programs and institutional investors, and only
from registered representatives of Transamerica Financial
Resources, Inc. ("TFR"), or other registered broker-dealers
authorized by the Board of Directors and TSSC. Individual
investors can buy this class of shares only for an Individual
Retirement Program ("IRA") or through a program sponsored by
their employer, that is offered by a registered representative
(i.e. broker). For a listing of applicable Pension and Retirement
Savings Programs, see "Pension and Retirement Savings Programs"
on page ____.

Investor Shares are sold directly to individuals, companies,
Pension and Retirement Savings Programs, and other institutional
investors from Transamerica Securities Sales Corporation
("TSSC"), the Distributor. For a free prospectus about Investor
Shares, call 1-800 [add fulfillment number].

5
<PAGE>

SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<CAPTION>
EQUITY INTERM CASH
TRANSACTION EXPENSES/1/ EQUITY INDEX BOND BALANCED GOVERN RESERVE
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Sales Charge on Purchases None/2/ None/2/ None/2/ None/2/ None/2/ None/2/
- --------------------------------------------------------------------------------------------------
Redemption Fee None/3/ None/3/ None/3/ None/3/ None/3/ None/3/
- --------------------------------------------------------------------------------------------------
Sales Charge on Reinvested Dividends None None None None None None
- --------------------------------------------------------------------------------------------------
Exchange Fee None None None None None None
- --------------------------------------------------------------------------------------------------
Contingent Deferred Sales Charge None None None None None None
- --------------------------------------------------------------------------------------------------
</TABLE>

[margin] SHAREHOLDER TRANSACTION
EXPENSES ARE CHARGES YOU PAY AT THE
TIME YOU BUY OR SELL SHARES IN A
PORTFOLIO.

ESTIMATED ANNUAL PORTFOLIO OPERATING EXPENSES
(as a percent of net assets)

<TABLE>
<CAPTION>
TOTAL
OPERATING
EXPENSES
ADVISER 12B-1 OTHER AFTER REIM-
PORTFOLIO FEE/4/ FEE/5/ EXPENSES/6/ BURSEMENT/7/

<S> <C> <C> <C> <C>
Premier Equity X.XX % 1.00% 0.50% X.XX %
-----------------------------------------------------------------------------------
Premier Equity Index X.XX % 0.90% 0.25% X.XX %
-----------------------------------------------------------------------------------
Premier Bond X.XX % 1.00% 0.50% X.XX %
-----------------------------------------------------------------------------------
Premier Balanced X.XX % 1.00% 0.40% X.XX %
-----------------------------------------------------------------------------------
Premier Intermediate Government X.XX % 1.00% 0.30% X.XX %
-----------------------------------------------------------------------------------
Premier Cash Reserve X.XX % 0.15% 0.20% X.XX %
-----------------------------------------------------------------------------------
</TABLE>

PORTFOLIO 1 YEAR 3 YEARS
-------------------------------------------------------
<S> <C> <C>
Premier Equity $23 $70
-------------------------------------------------------
Premier Equity Index $15 $46
-------------------------------------------------------
Premier Bond $21 $64
-------------------------------------------------------
Premier Balanced $22 $67
-------------------------------------------------------
Premier Intermediate Government $18 $55
-------------------------------------------------------
Premier Cash Reserve $ 7 $22
-------------------------------------------------------
</TABLE>

6
<PAGE>

[margin] ANNUAL PORTFOLIO OPERATING
EXPENSES ARE PAID AT A DAILY RATE
OUT OF THE PORTFOLIO'S ASSETS. WE
CALCULATE THE SHARE PRICE AND ANY
DIVIDENDS AFTER THESE EXPENSES ARE
PAID.

THE INFORMATION CONTAINED IN THE ABOVE EXAMPLES SHOULD NOT BE CONSIDERED A
REPRESENTATION OF FUTURE EXPENSES. THE ACTUAL EXPENSES MAY BE MORE OR LESS THAN
THOSE SHOWN.

[footnotes]
1. We may assess an annual fee against accounts used as IRA's or SEP's. For
more information on this fee, see "Pension and Retirement Savings Programs" on
page _____ .

2. Although there is no sales charge, there is a 12b-1 fee. Over a long period
of time, the total amount of 12b-1 fees paid may exceed the amount of another
fund's sales charges.

3. We will charge a fee of $8 if you request the money to be wired. See "How
to Sell Shares" on page ____.

4. See "Adviser Fee" on page ____.

5. 12b-1 fees are asset-based charges to compensate brokers and other sales
people. They also cover costs of advertising and marketing the Portfolios. The
12b-1 fee includes a service fee to compensate sales people for expenses in
providing ongoing shareholder information and advice and related expenses. For
more information on 12b-1 fees, see "Distribution Plan" on page ____.

6. "Other Expenses" are those incurred after any reimbursements to the
Portfolio by the Investment Adviser. See "The Management Team" on page ____.
Other expenses include expenses not covered by the adviser fee or the 12b-1
fee. See "Distribution Plan" on page ____. This can include fees and expenses
attributable solely to a particular class of shares, such as those for transfer
agent, administrative personnel, and pension plan services,; preparing,
printing, mailing and distributing materials to shareholders of a particular
class; state and federal registration fees; legal and accounting fees;
directors' fees and expenses incurred as a result of issues relating solely to
a class; and fees and payments for specific class services including account
maintenance, dividend disbursing or subaccounting services; or administration
of a dividend reinvestment, systematic investment or withdrawal plan.

7. Total operating expenses include adviser fees, 12b-1 fees, and other
expenses that a Portfolio incurs. For the first few years of the Company's
operation, the Investment Adviser has agreed to waive their Adviser Fee and
assume any other operating expenses for each Portfolio which together in any
year exceed a specified percentage of the average daily net assets of that
Portfolio. The specified percentages are X.XX % for the Premier Equity
Portfolio, X.XX % for the Premier Equity Index Portfolio, X.XX % for the
Premier Bond Portfolio, X.XX % for the Premier Balanced Portfolio, X.XX % for
the Premier Intermediate Government Portfolio, and X.XX % for the Premier Cash
Reserve Portfolio.

8. The expenses in the example assume no fees for IRA or SEP accounts, nor any
fees for wire transfers.

7
<PAGE>

THE MANAGEMENT TEAM

Responsibility for the management and supervision of the
Company and its Portfolios rests with the Board of Directors of
Transamerica Investors, Inc. (the "Board").

The Investment Adviser and the Administrator are subject to
the direction of the Board.

INVESTMENT ADVISER'S PERFORMANCE

[margin] THE PERFORMANCE FIGURES
SHOWN HERE ARE FOR SIX INVESTMENT
FUNDS WHICH HAVE THE SAME INVESTMENT
ADVISER AND USE THE SAME BASIC
INVESTMENT STRATEGIES AS THE

8
<PAGE>

CORRESPONDING PREMIER PORTFOLIOS.
THIS WILL GIVE YOU A FEELING FOR THE
INVESTMENT ADVISER'S INVESTMENT
TRACK RECORD.

For comparison purposes, the six separate accounts match up
to the Premier Portfolios as follows:

<TABLE>
<CAPTION>
SEPARATE ACCOUNTS PREMIER PORTFOLIOS
----------------- ------------------
<S> <C>
Equity Separate Account Transamerica Premier Equity Portfolio
Equity Index Separate Account Transamerica Premier Equity Index
Portfolio
Bond Separate Account Transamerica Premier Bond Portfolio
Balanced Separate Account Transamerica Premier Balanced Portfolio
Government Bond Separate Account Transamerica Premier Intermediate
Government Portfolio
Cash Management Separate Account Transamerica Premier Cash Reserve
Portfolio
</TABLE>

The following table shows how the separate accounts' annualized performance
compares to recognized industry indexes over the last one-year, three-year, and
five-year periods.

SEPARATE ACCOUNT PERFORMANCE*

<TABLE>
<CAPTION>
SINCE
SEPARATE ACCOUNT OR INDEX 1 YEAR 3 YEARS 5 YEARS INCEPTION**

<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------
Equity Separate Account 4.06% 14.27% 19.10% 17.84%
- ---------------------------------------------------------------------------------------
S&P 500 Index 1.32% 6.28% 8.70% 8.48%
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
Equity Index Separate Account 1.06% 5.70% 7.97% 11.85%
- ---------------------------------------------------------------------------------------
S&P 500 Index 1.32% 6.28% 8.70% 12.08%
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
Bond Separate Account -5.73% 6.41% 8.95% 12.41%
- ---------------------------------------------------------------------------------------
Lehman Brothers Government/Corporate Index -3.51% 4.85% 7.71% 9.85%
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
Balanced Separate Account 2.92% - - - - 7.77%
- ---------------------------------------------------------------------------------------
60% S&P 500 Index and 40% Lehman -0.61% - - - - 2.66%
Brothers Government/Corporate Index
- ---------------------------------------------------------------------------------------
Government Bond Separate Account -3.46% - - - - 1.37%
Lehman Brothers Intermediate Government -1.74% - - - - 3.27%
Index
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
Cash Management Separate Account 3.74% 3.25% 4.66% 6.99%
- ---------------------------------------------------------------------------------------
IBC/Donoghue First Tier Index 3.68% 3.20% 4.61% 6.93%
- ---------------------------------------------------------------------------------------
</TABLE>
* Figures are as of 12/31/94 - - Prior to separate account inception
** Inception dates: Equity - 9/30/87; Indexed Equity - 10/1/86; Bond -
5/1/83;
Balanced - 4/1/93; Government Bond - 11/10/92; Cash Management -
1/3/82

9
<PAGE>

[GRAPH TRANSAMERICA EQUITY SPERATE ACCOUNT APPEARS HERE]

The following graph shows that $1,000 invested in the Bond
Separate Account at its inception on May 1, 1983 would have grown
to about $3,900 as of December 31, 1994. This is equivalent to a
12.41% return per year. By comparison $1,000 invested at the same
time in Lehman Brothers Government/ Corporate Index securities
would have yielded only about $3,000. The Lehman Brothers
Government/Corporate Index is a mixture of both corporate and
government bonds with maturities of 10 years or longer that are
rated investment grade or higher by Moody's or Standard & Poor's.

10
<PAGE>

[GRAPH OF TRANSAMERICA BOND SEPERATE ACCOUNT]

[GRAPH OF TRANSAMERICA CASH MANAGEMENT SEPARATE ACCOUNT]

11
<PAGE>

TRANSAMERICA PREMIER PORTFOLIOS IN DETAIL

TRANSAMERICA PREMIER EQUITY PORTFOLIO

INVESTMENT OBJECTIVE We seek to maximize long-term capital
appreciation for this Portfolio.

[margin] FOR THE TRANSAMERICA
PREMIER EQUITY PORTFOLIO, WE
GENERALLY FOCUS ON GROWTH STOCKS,
PRIMARILY OF MEDIUM-SIZED COMPANIES.

12
<PAGE>

[margin] STOCK PRICES GO UP AND DOWN,
ESPECIALLY OVER A SHORT-TERM HORIZON.
SO IF YOU INVEST IN THE TRANSAMERICA
PREMIER EQUITY PORTFOLIO YOU SHOULD
BE WILLING TO ACCEPT THESE KINDS OF
PRICE SWINGS WHILE FOCUSING ON THE
LONG-TERM INVESTMENT OBJECTIVE.

13
<PAGE>

to be a long-term investment. It should not be used for
speculating on short-term stock market movements.

TRANSAMERICA PREMIER EQUITY INDEX PORTFOLIO

INVESTMENT OBJECTIVE We seek to track the performance of the
Standard & Poor's 500 Composite Stock Price Index, also known as
the S&P 500 Index (the "Index"), for this Portfolio.

[margin] THE TRANSAMERICA PREMIER
EQUITY INDEX PORTFOLIO IS A EASY
WAY FOR YOU TO INVEST IN THE OVERALL
STOCK MARKET SINCE THE PORTFOLIO WILL
TRACK THE 500 STOCKS IN THE S&P 500.

14
<PAGE>

[margin] WE ATTEMPT TO MATCH THE
TOTAL RETURN OF THE S&P 500 INDEX,
BUT MAY NOT MATCH IT EXACTLY. THIS
IS PARTLY BECAUSE WE MUST DEDUCT
EXPENSES AND FEES FROM OUR PORTFOLIO'S
RETURNS, BUT THE INDEX ONLY USES
GROSS STOCK RETURNS WITHOUT DEDUCTING
ANY EXPENSES.

TRANSAMERICA PREMIER BOND PORTFOLIO

INVESTMENT OBJECTIVE We seek to achieve a high total return
(income plus capital changes) consistent with preservation of
principal for this Portfolio.

15
<PAGE>

[margin] WE INVEST PRIMARILY
IN HIGH QUALITY, INVESTMENT GRADE
CORPORATE AND GOVERNMENT BONDS AND
MORTGAGE-BACKED SECURITIES.

16
<PAGE>

[margin] BOND PRICES AND INTEREST
RATES TEND TO WORK LIKE A SEE-SAW.
LONGER MATURITY BONDS SIT OUT
TOWARDS THE END. SHORTER MATURITY
BONDS SIT IN TOWARDS THE CENTER.
WHEN INTEREST RATES RISE, BOND
PRICES FALL. WHEN INTEREST RATES
FALL, BOND PRICES RISE.

TRANSAMERICA PREMIER BALANCED PORTFOLIO

[margin] THE NAME OF THE
TRANSAMERICA PREMIER BALANCED
PORTFOLIO IS VERY DESCRIPTIVE.
WE ATTEMPT TO BALANCE LONG-TERM
CAPITAL GROWTH (STOCKS) WITH CURRENT

17
<PAGE>

INCOME (BONDS AND OTHER FIXED INCOME
SECURITIES).

[margin] THE STOCKS IN THE PREMIER
BALANCED PORTFOLIO ARE USUALLY
CONCENTRATED AMONG HIGH QUALITY
GROWTH COMPANIES. WE MANAGE THAT
PORTION OF THE PORTFOLIO MUCH LIKE
WE MANAGE THE TRANSAMERICA PREMIER
EQUITY PORTFOLIO.

[margin] WE MANAGE THE FIXED INCOME
PORTION OF THE TRANSAMERICA PREMIER
BALANCED PORTFOLIO (MOSTLY BONDS AND
MORTGAGE-BACKED SECURITIES) MUCH LIKE
WE MANAGE THE TRANSAMERICA PREMIER
BOND PORTFOLIO.

18
<PAGE>

may also invest in stock and bond index futures and options to a
limited extent, as well as preferred stocks.

[margin] BY INVESTING IN BOTH
STOCKS AND BONDS, WE ATTEMPT TO
LESSEN OVERALL INVESTMENT RISK.
LOSSES IN ONE AREA MAY BE OFFSET
BY GAINS IN ANOTHER.

TRANSAMERICA PREMIER INTERMEDIATE GOVERNMENT PORTFOLIO

INVESTMENT OBJECTIVE We seek to achieve a high level of
current income with the security of investing in government
securities for this Portfolio.

[margin] THE SECURITIES IN THE
TRANSAMERICA PREMIER INTERMEDIATE
GOVERNMENT PORTFOLIO ARE BACKED
BY THE CREDIT OF THE U.S.
GOVERNMENT OR ITS

19
<PAGE>

AGENCIES, SUCH AS THE FEDERAL
NATIONAL MORTGAGE ASSOCIATION.
THIS MAKES THEM AMONG THE SAFEST
INVESTMENTS IN TERMS OF CREDIT RISK.

TRANSAMERICA PREMIER CASH RESERVE PORTFOLIO

INVESTMENT OBJECTIVE This is a money market fund. We seek to
maximize current income consistent with liquidity and
preservation of principal for this Portfolio.

20
<PAGE>

INVESTMENT STRATEGIES AND POLICIES We invest primarily in high
quality U.S. dollar-denominated money market instruments with
remaining maturities of 13 months or less, including:

. Obligations issued or guaranteed by the U.S. and Canadian
Governments and their agencies or instrumentalities;
. Obligations of U.S. and Canadian banks, or their foreign
branches, and U.S. savings banks;
. Short-term corporate obligations, including commercial
paper, notes, and bonds;
. Other short term debt obligations with remaining maturities
of 397 days or less; and
. Repurchase agreements involving any of the securities
mentioned above.

[margin] THE TRANSAMERICA PREMIER
CASH RESERVE PORTFOLIO MAY BE AN
APPROPRIATE PLACE TO KEEP YOUR
MONEY WHILE YOU ARE CONSIDERING
IN WHICH PORTFOLIOS TO INVEST, OR
FOR YOUR SHORT-TERM NEEDS.

[margin] THE TRANSAMERICA PREMIER
CASH RESERVE PORTFOLIO OFFERS THE
CONVENIENCE OF A LOW RISK,
RELATIVELY LOW COST INVESTMENT. YOU
CAN GET AT YOUR MONEY SIMPLY BY

21
<PAGE>

WRITING CHECKS, JUST AS YOU DO WITH
YOUR BANK CHECKING ACCOUNT (ALTHOUGH
THERE IS A MINIMUM CHECK AMOUNT OF
$500). SEE "BY CHECK" ON PAGE ___
FOR MORE DETAILS.

This Portfolio may be a suitable investment for temporary or
defensive purposes. It may also be appropriate as part of an
overall long-term investment strategy.

If any investment objectives of a Portfolio change, you
should decide if the Portfolio still meets your financial needs.
More information about this is in the Statement of Additional
Information.

A DISCUSSION ABOUT RISK

[margin] HOW YOU FEEL ABOUT RISK
IS PERSONAL. RISK IS NOT NECESSARILY
BAD; IT SIMPLY MEANS UNCERTAINTY OR
UNEXPECTED CHANGE. TRY TO COME UP
WITH A BALANCE OF INVESTMENTS THAT
ALLOWS YOU TO GO AFTER YOUR MAIN
GOALS WHILE STILL GIVING YOU PEACE
OF MIND.

22
<PAGE>

More in-depth information is provided in the Statement of
Additional Information.

SHAREHOLDER SERVICES

[boxed sidebar]
HOW TO GET IN TOUCH WITH US
IF YOU ARE A NEW INVESTOR,
YOU CAN CALL 1-800 [INSERT
TFR NUMBER] FOR MORE INFORMATION.
IF YOU ARE A CURRENT SHAREHOLDER,
YOU CAN CALL 1-800-503-8923 TO OBTAIN
INFORMATION ABOUT YOUR ACCOUNT, OR
TO INVEST ADDITIONAL AMOUNTS IN ANY
OF THE TRANSAMERICA PREMIER PORTFOLIOS.

23
<PAGE>

. Simple application form with service representatives to
assist you.

. Purchases, exchanges and redemptions by phone.

. Purchases and redemptions by wire.

. Automatic Investment Plan - you designate an amount of $50
or more to be automatically withdrawn from your checking,
savings or other bank account and deposited into the
Portfolio you select.

. Automatic Exchange Plan - allows you to specify an amount to
be automatically withdrawn from one Portfolio and deposited
into another Portfolio on a regular basis, once or twice a
month.

. Automatic Income Plan - you can receive automatic monthly
payments from your Portfolio account to your checking or
savings account.

. Automatic investment of dividends.

. Uniform Gifts to Minors (UGMA or UTMA).

. Transmission of redemption proceeds by electronic funds
transfer.

. Check writing - unless your account is for a Pension or
Retirement Savings Plan, you can write checks for $500 or
more against your Transamerica Premier Cash Reserve
Portfolio account.

. Individual Retirement Account (IRA) - we will administer
your IRA or SEP.

[margin] MORE DETAILS ON THESE
AND OTHER SERVICES ARE IN THE
NEXT SECTIONS.

The Company reserves the right to amend, suspend, or
discontinue offering any of these options at any time without
prior notice.

OPENING YOUR ACCOUNT

To open an account, complete the attached application and
send it to us with a check, money order, or wire for the amount
you want to invest. Mail the application to:

Transamerica Investors
PO Box [insert box number]
Boston, MA 02266-8520

If you need help in filling out your application, call one
of our customer service representatives at 1-800-503-8923. We
will be happy to walk you through the application and help you
understand everything.

[margin] IT'S EASY TO SET UP
AN IRA ACCOUNT. WHEN YOU SET
UP AN IRA, YOU ENJOY TAX-
DEFERRED INVESTMENT EARNINGS.
YOU MAY WANT TO CONSOLIDATE
SEVERAL IRAS OR YOU MAY NEED
TO INVEST A DISTRIBUTION FROM
A FORMER EMPLOYER'S PENSION PLAN.

24
<PAGE>

The kit has information on whether you qualify for deductible
contributions to an IRA.

HOW TO BUY SHARES

YOU MAY BUY SHARES IN ONE OF FOUR WAYS:

1) BY MAIL Fill out an investment coupon from a previous
confirmation statement, or indicate on your check or a separate
piece of paper your name, address and account number, and mail it
to:

Transamerica Investors
PO Box [insert box number]
Boston, MA 02266[XXXX]

[margin] YOU HAVE FOUR OPTIONS
WHEN IT COMES TO INVESTING IN
THE PORTFOLIOS - BY MAIL,
TELEPHONE, WIRE, OR WITH THE
AUTOMATIC INVESTMENT PLAN. THE
AUTOMATIC INVESTMENT PLAN
AUTOMATICALLY TAKES MONEY OUT
OF YOUR BANK ACCOUNT AND INVESTS
IT INTO THE PORTFOLIOS OF YOUR
CHOICE.

2) BY TELEPHONE If you elect the telephone purchasing service
on your application, you can authorize individual, electronic
withdrawals from a designated bank account by calling 1-800-503-
8923.

25
<PAGE>

liable for any losses due to unauthorized or fraudulent
transactions. For detailed information on how telephone
transactions will operate, see the Statement of Additional
Information.

[margin] WE TAKE REASONABLE
STEPS TO MAKE SURE YOUR TELEPHONE
INSTRUCTIONS ARE AUTHORIZED AND
ACCURATE. WE RECORD ALL PHONE
CALLS AND SEND YOU CONFIRMATION OF
ALL TELEPHONE TRANSACTIONS. YOU ARE
RESPONSIBLE FOR THE ACCURACY OF PHONE
INSTRUCTIONS.

(1) your paycheck at work;
(2) your savings account; or
(3) other sources of your choice.
Call 1-800-503-8923 for more information.

[margin] THE AUTOMATIC INVESTMENT
PLAN IS A GOOD WAY FOR YOU TO TAKE
ADVANTAGE OF DOLLAR-COST AVERAGING.
DOLLAR-COST AVERAGING IS A WAY OF
MAKING REGULAR, SYSTEMATIC
INVESTMENTS INTO YOUR PORTFOLIOS -
FOR EXAMPLE, $200 EVERY MONTH -
THROUGHOUT THE YEAR. WHEN YOU
AVERAGE ALL OF YOUR PURCHASES FOR
AN ENTIRE YEAR, DOLLAR-COST AVERAGING
OFTEN RESULTS IN A LOWER PER SHARE
COST. AND IT GIVES YOU THE CONVENIENCE
AND DISCIPLINE OF SYSTEMATIC INVESTMENT.

4) BY WIRE You can make your initial or subsequent investments
in the Portfolios by wire. Here's what you need to do:
(1) send us your application form (initial investment
only);
(2) call 1-800-503-8923 for a wire number;
(3) instruct your bank to wire money to State Street Bank,
ABA number 011000028, DDA number ___________ ; and
(4) specify on the wire:
a) "Transamerica Investors, Inc.;"
b) your Portfolio's account number, if you have one;
c) identify the Portfolios in which you would like to
purchase shares, and the amount to be allocated to
each Portfolio (e.g. $5,000 in the Transamerica
Premier Equity Portfolio and $4,000 in the
Transamerica Premier Bond Portfolio);
d) your name, your city and state; and
e) your wire number.

26
<PAGE>

HOW TO SELL SHARES

[margin] YOU CAN SELL YOUR SHARES
VIA ANY OF FOUR WAYS: (1) BY MAIL;
(2) BY PHONE; (3) BY CHECK; OR (4)
UNDER AN AUTOMATIC INCOME PLAN.

YOU MAY SELL SHARES IN ONE OF FOUR WAYS:

1) BY MAIL Your written instructions to us to redeem shares can
be in any one of the following forms:
. By redemption form, available by calling 1-800-503-8923;
. By letter; or
. By assignment form or other authorization granting power with
respect to your shares in one of the Portfolios.

Once mailed to us, your redemption request is
irrevocable and cannot be modified or canceled.

27
<PAGE>

appears in the registration as John Michael Smith, he must sign
that way and not as John M. Smith.

You have several options for receiving your redemption:
. By check;
. By electronic transfer to your bank; or
. By wire transfer ($8 fee).

This option is not available for Pension or Retirement
Savings Plan accounts (including IRA's), or any other account
controlled by a fiduciary.

[margin] IF YOU'RE INVESTED
IN THE TRANSAMERICA PREMIER
CASH RESERVE PORTFOLIO, GETTING
AT YOUR MONEY CAN BE AS EASY AS
WRITING A CHECK.

If your monthly income payments exceed the dividends,
interest, and capital appreciation on your shares, the payments
will deplete your investment.

28
<PAGE>

[margin] IF YOU WANT TO RECEIVE
A FLAT AMOUNT EACH MONTH, USE
THE AUTOMATIC INCOME PLAN. WE
WILL AUTOMATICALLY SELL ENOUGH
SHARES EVERY MONTH TO PROVIDE
YOU WITH AN INCOME PAYMENT.
AMOUNTS PAID TO YOU BY AUTOMATIC
INCOME PLAN ARE NOT A RETURN ON
YOUR INVESTMENT. YOU MUST REPORT
ANY GAINS OR LOSSES ON YOUR INCOME
TAX RETURN. WE WILL PROVIDE
INFORMATION TO YOU CONCERNING ANY
GAIN OR LOSS.

POINTS TO REMEMBER WHEN REDEEMING
. All redemptions are made and the price is determined on the
day we receive all necessary documentation. See "When Share
Price Is Determined" on page ___.

. We cannot accept redemptions specifying a certain date or
price. We will return these requests.

29
<PAGE>

. For redemptions greater than $250,000 the Company reserves the
right to give you securities instead of cash. See the
Statement of Additional Information, or call us at 1-800-503-
8923.

. Except for a transfer of redemption proceeds to the custodian
of a tax-qualified plan, we will make all payments to the
registered owner of the shares, unless you tell us otherwise.
We will mail all checks to the address of record, unless you
tell us otherwise.

. If the redemption request is made by a corporation,
partnership, trust, fiduciary, agent, or unincorporated
association, the individual signing the request must be
authorized. If the redemption is from an account under a
qualified pension plan, spousal consent may be required.

. A request to redeem shares in an IRA or 403(b) plan must be
accompanied by an IRS Form W4-P (pension income tax
withholding form, which we will provide) and a reason for
withdrawal. This is required by the IRS.

Please call us at 1-800-503-8923 or write to Transamerica
Investors, PO Box 8520, Boston, MA 02266-8520 for further
information.

HOW TO EXCHANGE SHARES

[margin] EXCHANGING SHARES AMONG
PORTFOLIOS WITH DIFFERENT
INVESTMENT OBJECTIVES GIVES YOU
THE OPPORTUNITY TO KEEP YOUR
GOALS IN SIGHT AS YOUR LIFESTYLE
AND NEEDS CHANGE. FOR EXAMPLE,
AS YOU GET CLOSER TO RETIREMENT
AGE, YOU MAY WANT TO MOVE SOME OF
YOUR INVESTMENT DOLLARS INTO MORE
CONSERVATIVE FUNDS TO BETTER
PROTECT YOUR NEST EGG.

30
<PAGE>

the opportunity to "time the market." It gives you a convenient
way to change the balance between the accounts so that it more
closely matches your overall investment objectives and risk
tolerance level.

. An exchange is treated as a sale of shares from one Portfolio
and the purchase of shares in another Portfolio. Exchanges are
taxable events. See "What About Taxes?" on page ____.

. Exchanges into or out of the Portfolios are made at the next
determined net asset value per share after we receive all
necessary information for the exchange.

. Exchanges are accepted only if the ownership registrations of
both accounts are identical.

. The Company reserves the right to reject any exchange request
and to modify or terminate the exchange option at any time.

[margin] EXCHANGES ARE TREATED
THE SAME AS PURCHASES AND
REDEMPTIONS. THERE ARE TAX
CONSIDERATIONS YOU SHOULD DISCUSS
WITH YOUR TAX ADVISER.

OTHER INVESTOR REQUIREMENTS AND SERVICES

SIGNATURE GUARANTEE When a signature guarantee is required, e.g.
when the redemption amount is more than $50,000, the signature of
each owner of record must be guaranteed by a bank or trust
company (or savings bank, savings and loan association, or a
member of a national stock exchange). This is required to comply
with general stock transfer rules. You must obtain a written
guarantee that states "Signature(s) Guaranteed" and is signed in
the

31
<PAGE>

name of the guarantor by an authorized person. If you have any
questions, call 1-800-503-8923.

[margin] THERE IS A LOT OF
ADMINISTRATIVE WORK IN
MAINTAINING YOUR ACCOUNT SO WE
REQUIRE THAT YOU KEEP AT LEAST
$500 IN EACH PORTFOLIO ACCOUNT.
OF COURSE, YOU'RE INVESTING FOR
THE LONG HAUL, SO IT'S TO YOUR
ADVANTAGE TO KEEP BUILDING UP YOUR
ACCOUNTS. THIS GIVES YOUR MONEY
A CHANCE TO REALLY WORK FOR YOU.

We will send you a new prospectus each year. The Statement
of Additional Information is also revised each year. We will send
this to you only if you request it.

[margin] WE'LL KEEP YOU INFORMED
ABOUT HOW YOUR INVESTMENTS ARE
DOING WITH QUARTERLY STATEMENTS
AND SEMI-ANNUAL AND ANNUAL REPORTS.

32
<PAGE>

Pension or Retirement Savings Plans. Please call us at 1-800-503-
8923 for additional information.

DIVIDENDS AND CAPITAL GAINS

We distribute substantially all of the Portfolios' net
investment income in the form of dividends to you. The following
table shows how often we pay dividends on each Portfolio.

PORTFOLIO DIVIDEND PAID
<S> <C>
=================================================================
Transamerica Premier Equity Portfolio Quarterly
=================================================================
Transamerica Premier Equity Index Portfolio Quarterly
-----------------------------------------------------------------
Transamerica Premier Bond Portfolio Monthly
-----------------------------------------------------------------
Transamerica Premier Balanced Portfolio Quarterly
-----------------------------------------------------------------
Transamerica Premier Intermediate Government
Portfolio Monthly
-----------------------------------------------------------------
Transamerica Premier Cash Reserve Portfolio Monthly
=================================================================
</TABLE>

We distribute net capital gains, if any, on all of the
Portfolios annually.

[margin] YOU'RE INVESTING IN THE
PORTFOLIOS BECAUSE YOU WANT YOUR
MONEY TO GROW. THE INVESTMENT
INCOME GENERATED BY A PORTFOLIO
IS DISTRIBUTED TO YOU EITHER AS
DIVIDENDS OR CAPITAL GAINS, OR
BOTH. YOU CAN CHOOSE TO REINVEST
OR TAKE CASH, ACCORDING TO THE
THREE OPTIONS DESCRIBED IN THIS
SECTION.

You can select from among the following distribution
options:

. CASH & REINVESTED You can choose to have either your
dividends or your capital gains paid in cash and the
other will be reinvested in additional shares in the
same or any other Portfolio; or

. ALL CASH You can choose to have your dividends and
capital gains distributions paid in cash.

We make distributions for each Portfolio on a per share
basis to the shareholders of record as of the distribution date
of that Portfolio. We do this regardless of how long the shares
have been held. That means 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.

33
<PAGE>

WHAT ABOUT TAXES?

[margin] GENERALLY, WHETHER OR
NOT YOU CHOOSE TO REINVEST YOUR
DIVIDENDS AND CAPITAL GAINS OR
TAKE THEM IN CASH, THEY ARE
CONSIDERED BY THE IRS TO BE
TAXABLE INCOME.

For IRA's and pension plans, dividends and capital gains are
reinvested and not taxed until you receive a qualified
---
distribution from your IRA or pension plan.

Redemptions and exchanges of shares are taxable events which
may represent a gain or a loss for the shareholder.

34
<PAGE>

[margin] THERE ARE SPECIAL TAX
CONSIDERATIONS IF YOU ARE TAKING
A CASH DISTRIBUTION FROM A
PENSION PLAN AND ROLLING IT OVER
TO AN IRA IN ONE OF THE PORTFOLIOS.
YOU NEED TO DISCUSS THIS WITH YOUR
TAX ADVISER.

SHARE PRICE

[margin] THE PRICE OF YOUR
SHARES IS REFERRED TO AS
THEIR NET ASSET VALUE. WE
CALCULATE THE NET ASSET VALUE
EACH DAY THE NEW YORK STOCK
EXCHANGE (THE "EXCHANGE") IS
OPEN.

35
<PAGE>

[margin] WHEN YOU BUY OR SELL
SHARES, YOU GET THE SHARE PRICE
THAT WE DETERMINE AT THE CLOSE
OF THE EXCHANGE ON THE DAY WE
RECEIVE YOUR REQUEST. IF WE
RECEIVE YOUR REQUEST AFTER THE
CLOSE OF THE EXCHANGE, YOU GET
THE SHARE PRICE AT THE CLOSE OF
THE FOLLOWING DAY.

INVESTMENT ADVISER AND ADMINISTRATOR

36
<PAGE>

Here's a listing and brief biography of the team leaders for
each of the Portfolios:

. TRANSAMERICA PREMIER BALANCED PORTFOLIO BONDS Sharon K.
Kilmer, C.F.A. (see above).
STOCKS Jeffrey S. Van Harte, C.F.A. Vice President and Senior
Portfolio Manager, Transamerica Investment Services. Member of
San Francisco Society of Financial Analysts. B.A., California
State University at Fullerton, 1980. Securities Analyst and
Trader, Transamerica Investment Services, 1980-1984.

37
<PAGE>

PORTFOLIO INVESTMENT PROCEDURES

38
<PAGE>

[margin] WE HAVE THE ABILITY
TO BUY AND SELL SECURITIES AS
OFTEN AS WE WISH IN ORDER TO
ACHIEVE THE PORTFOLIO'S
INVESTMENT OBJECTIVE.

For more information, see "What About Taxes?", on page ___,
and the Statement of Additional Information.

39
<PAGE>

Lending securities to broker-dealers and institutions could
result in a loss or a delay in recovering the Portfolio's
securities.

The securities underlying repurchase agreements are not
subject to the restrictions applicable to maturity of the
Portfolios or their securities.

40
<PAGE>

41
<PAGE>

More information on derivatives is contained in the
Statement of Additional Information.

42
<PAGE>

43
<PAGE>

GENERAL INFORMATION

44
<PAGE>

[sidebar] BOSTON FINANCIAL
DATA SERVICES, ONE OF THE
BIGGEST AND MOST EXPERIENCED
TRANSFER AGENTS IN THE BUSINESS,
HANDLES ALL YOUR ACCOUNT
TRANSACTIONS AND PROVIDES REPORTS
TO YOU ABOUT YOUR ACCOUNT. FOR
INFORMATION ABOUT YOUR ACCOUNT,
CALL THE TRANSAMERICA INVESTORS
TEAM AT 1-800-503-8923.

DISTRIBUTOR Transamerica Securities Sales Corporation ("TSSC") is
the principal underwriter and distributor of the shares of each
of the Portfolios. TSSC has an agreement with Transamerica
Financial Resources, Inc. ("TFR") to sell Adviser Shares through
its registered representatives. TSSC can also enter into
arrangements where Adviser Shares will be sold by other broker-
dealers, subject to the approval of the Board.

Both TSSC and TFR are wholly-owned subsidiaries of Transamerica
Insurance Corporation of California, which is a wholly-owned
subsidiary of Transamerica Corporation. TSSC and TFR are
registered with the Securities and Exchange Commission as broker-
dealers. They are also members of the National Association of
Securities Dealers, Inc.

DISTRIBUTION PLAN Each Portfolio makes payments to TSSC according
to a plan adopted to meet the requirements of Rule 12b-1 under
the Investment Company Act of 1940. These fees accrue daily and
are based on an annual percentage of the daily average net value
of the assets represented by each class of shares.

The 12b-1 plan of distribution and related distribution contracts
require the Portfolios to pay distribution and service fees to
TSSC as compensation for its activities, not as reimbursement for
specific expenses. If TSSC's expenses are more than its fees for
any Portfolio, the Portfolio will not have to pay more than those
fees. If TSSC's expenses are less than the fees, it will keep the
excess. The Company will pay the distribution and service fees to
TSSC until the distribution contracts are terminated or not
renewed. In that event, TSSC's expenses over and above any fees
through the termination date will be TSSC's sole responsibility
and not the obligation of the Company. The Transamerica
Investors, Inc. Board of Directors (the "Board") will annually
review the distribution plan and contracts and TSSC's expenses
for each class of shares.

For the Adviser Shares class, there is an annual 12b-1
distribution fee of .75% of the average daily net assets of the
Adviser Shares of each Portfolio, except the Transamerica Premier
Cash Reserve Portfolio. The 12b-1 distribution fee for the
Transamerica Premier Cash Reserve Portfolio is .15% of the
average daily net assets of the Adviser Shares of that Portfolio.
There is also an annual 12b-1 service fee of .25% of the average
daily net assets of the Adviser Shares of each Portfolio, except
the Transamerica Premier Equity Index and Cash Reserve
Portfolios. The service fee for the Transamerica Premier Equity
Index Portfolio is .15%. There is no service fee for the
Transamerica Premier Cash Reserve Portfolio. The distribution fee
covers compensation to registered representatives and other sales
personnel involved with selling Adviser Shares, as well as
preparation, printing and mailing of the Prospectus, Statement of
Additional Information, sales literature, other media
advertising, and related expenses. Also, a service fee is charged
on Adviser Shares. The service fee compensates sales people for

45
<PAGE>

ongoing shareholder information and advice, and office expenses
such as rent, communications equipment, employee salaries, and
other overhead costs.

From time to time, and for one or more Portfolios within each
class of Shares, the Board may reduce or waive any of these fees
at its discretion. All or any portion of these fees may be paid
by the Investment Adviser for the Company, at the discretion of
the Investment Adviser.

PERFORMANCE INFORMATION The Company may publish performance
information about the Portfolios. Portfolio performance usually
will be shown either as cumulative total return or average
periodic total return compared with other mutual funds by public
ranking services, such as Lipper Analytical Services, Inc.
Cumulative total return is the actual performance over a stated
period of time. Average annual total return is the hypothetical
return, compounded annually, that would have produced the same
cumulative return if the Portfolio's performance had been
constant over the entire period. Each Portfolio's total return
shows its overall dollar or percentage change in value. This
includes changes in the share price and reinvestment of dividends
and capital gains.

The performance of a Portfolio can also be measured in terms of
yield. Each Portfolio's yield shows the rate of income the
Portfolio earns on its investments as a percentage of the
Portfolio's share price.

A Portfolio can also separate its cumulative and average annual
total returns into income results and capital gains or losses.
Each Portfolio can quote its total returns on a before-tax or
after-tax basis.

<TABLE>
<CAPTION>
STANDARD &
----------
INVESTMENT GRADE MOODY'S POOR'S
---------------- ------- ------
<S> <C> <C>
Highest quality Aaa AAA
High quality Aa AA
Upper medium A A
Medium, speculative features Baa BBB
</TABLE>

46
<PAGE>

<TABLE>
<CAPTION>
LOWER QUALITY
-------------
<S> <C> <C>
Moderately speculative Ba BB
Speculative B B
Very speculative Caa CCC
Very high risk Ca CC
Highest risk, may not be
paying interest C C
In arrears or default C D
</TABLE>

For more detailed information on bond ratings, including
gradations within each category of quality, see the Statement of
Additional Information.

PENSION AND RETIREMENT SAVINGS PROGRAMS Following is a listing
of Pension and Retirement Savings Programs.

. 401(a), 401(k), profit sharing, or money purchase pension
plans (including KEOGH/HR 10 Plans) designed to benefit
employees of corporations, partnerships, and sole proprietors.

. Section 403(b)(7) (Tax-Sheltered Annuity) Plans for employees
of educational organizations or other qualifying, tax exempt
organizations.

. Individual Retirement Account ("IRA"), or comparable program,
for individuals and Simplified Employee Pension ("SEP") Plans
for employers (including sole proprietors) and their
employees.

. Section 457 deferred compensation plans for employees of state
governments and tax exempt organizations.

. Employers' non-qualified plans or savings programs, that do
not qualify for federal tax advantages.

. Other retirement plans or savings programs allowed by the
Board.

[sidebar] TRANSAMERICA PREMIER
PORTFOLIOS PROVIDE A GOOD
SELECTION OF FUNDS FOR YOUR
RETIREMENT OR SAVINGS NEEDS.

47
<PAGE>

TRANSAMERICA
PREMIER PORTFOLIOS
ADVISER SHARES

NEW INVESTORS

For information on Transamerica Premier Portfolios
call toll-free:

1-800-[insert TFR number]
and

Mail your application to:

Transamerica Investors
PO Box [insert box number]
Boston, MA 02266-[xxxx]

CURRENT SHAREHOLDERS

For information on net asset values, make telephone
transactions, etc. call toll-free:

1-800-503-8923
or

Send your purchase, redemption and other requests to:

Transamerica Investors
PO Box 8520
Boston, MA 02266-8520

48
<PAGE>

PART B

INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION: __________ , 1995

TRANSAMERICA
PREMIER PORTFOLIOS

YOUR GUIDE This Statement of Additional Information will provide you with
details beyond what is available in the Prospectus. Please refer to the
Prospectus first, then to this document. Please read it carefully. Save it
for future reference.

THE PREMIER PORTFOLIOS

TRANSAMERICA PREMIER EQUITY PORTFOLIO The Portfolio seeks to maximize long-
term capital appreciation.

TRANSAMERICA PREMIER EQUITY 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 (the "Index").

TRANSAMERICA PREMIER BOND PORTFOLIO The Portfolio seeks to achieve a high
total return (income plus capital changes) consistent with preservation of
principal.

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

TRANSAMERICA PREMIER INTERMEDIATE GOVERNMENT PORTFOLIO The Portfolio seeks
to achieve a high level of current income with the security of investing in
government securities.

TRANSAMERICA PREMIER CASH RESERVE PORTFOLIO This is a money market fund
that seeks to maximize current income consistent with liquidity and
preservation of principal.

ABOUT THE PROSPECTUS This Statement of Additional Information is not a
prospectus. It should be read in connection with the current Prospectus
dated _________, 1995. The Prospectus is available without charge upon
written request to: Transamerica Investors, Inc., [insert fulfillment
address] or telephone request to 1-800-[insert fulfillment number].

Terms used in the Prospectus are incorporated in this Statement of
Additional Information.

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CONTENTS

<TABLE>
<CAPTION>
SECTION PAGE
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<S> <C>
INVESTMENT RESTRICTIONS.......................................

DESCRIPTION OF CORPORATE BOND RATINGS.........................

DESCRIPTION OF FIXED-INCOME INSTRUMENTS.......................

PORTFOLIO INVESTMENT PROCEDURES...............................
High Yield ("Junk") Bonds................................
Restricted and Illiquid Securities.......................
Derivatives..............................................
Options on Securities and Securities Indexes.............
Risks Associated with Options Transactions...............
Futures Contracts and Options on Futures Contracts.......
Swap Transactions........................................
Segregated Accounts......................................
Purchase of "When Issued" Securities.....................
Lending of Securities....................................
Repurchase Agreements....................................
Other Investment Techniques And Opportunities............

PORTFOLIO TURNOVER............................................

MANAGEMENT OF THE COMPANY.....................................

INVESTMENT ADVISORY AND OTHER SERVICES........................

REDEMPTION OF SHARES..........................................

EXCHANGE PRIVILEGE............................................

TELEPHONE TRANSACTIONS........................................

BROKERAGE ALLOCATION..........................................

DETERMINATION OF NET ASSET VALUE..............................

PERFORMANCE INFORMATION.......................................

TAXES.........................................................

OTHER INFORMATION.............................................

FINANCIAL STATEMENTS..........................................
[to be provided by pre-effective amendment]
</TABLE>

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INVESTMENT RESTRICTIONS

Investment restrictions numbered 1 through 11 below have been adopted by
the Company as fundamental policies of the Portfolios. Under the Investment
Company Act of 1940, as amended (the "1940 Act"), a fundamental policy may not
be changed with respect to a Portfolio without the vote of a majority of the
outstanding voting securities (as defined in the 1940 Act) of the Portfolio.
Investment restrictions 12 through 17 may be changed by a vote of the Board of
Directors of the Company (the "Board") at any time.

1. BORROWING Each Portfolio may borrow from banks for temporary or
emergency (not leveraging) purposes, including the meeting of redemption
requests and cash payments of dividends and distributions that might otherwise
require the untimely disposition of securities, in an amount not to exceed 33-
1/3% of the value of the Portfolio's total assets (including the amount
borrowed) valued at market less liabilities (not including the amount borrowed)
at the time the borrowing is made. Transamerica Premier Cash Reserve Portfolio
may also enter into reverse repurchase agreements. Whenever borrowings,
including reverse repurchase agreements, of 5% or more of a Portfolio's total
assets are outstanding, the Portfolio will not make any additional investments.

2. LENDING No Portfolio may lend its assets or money to other persons,
except through (a) purchasing debt obligations, (b) lending securities in an
amount not to exceed 33 1/3% of the Portfolio's assets taken at market value,
(c) entering into repurchase agreements (d) trading in financial futures
contracts, index futures contracts, securities indexes and options on financial
futures contracts, options on index futures contracts, options on securities and
options on securities indexes and (e) entering into variable rate demand notes.

3. 5% FUND RULE No Portfolio may purchase securities (other than
Government Securities) of any issuer if, as a result of the purchase, more than
5% of the Portfolio's total assets would be invested in the securities of the
issuer, except that up to 25% of the value of the total assets of each
Portfolio, other than the Transamerica Premier Cash Reserve Portfolio, may be
invested without regard to this limitation. All securities of a foreign
government and its agencies will be treated as a single issuer for purposes of
this restriction. Transamerica Premier Cash Reserve Portfolio may invest more
than 5% in the securities of one issuer for a period not to exceed three
business days.

4. 10% ISSUER RULE No Portfolio may purchase more than 10% of the voting
securities of any one issuer, or more than 10% of the outstanding securities of
any class of issuer, except that (a) this limitation is not applicable to a
Portfolio's investments in Government Securities and (b) up to 25% of the value
of the assets of a Portfolio may be invested without regard to these 10%
limitations. All securities of a foreign government and its agencies will be
treated as a single issuer for purposes of this restriction.

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5. 25% INDUSTRY RULE No Portfolio may invest more than 25% of the value
of its total assets in securities issued by companies engaged in any one
industry. This limitation does not apply to securities issued or guaranteed by
the United States Government, its agencies or instrumentalities. For the
Transamerica Premier Cash Reserve Portfolio, investments in the following are
not subject to the 25% limitation: repurchase agreements and securities loans
collateralized by Unites States government securities, certificates of deposit,
bankers' acceptances, and obligations (other than commercial paper) issued or
guaranteed by United States banks and United States branches of foreign banks.

6. UNDERWRITING No Portfolio may underwrite any issue of securities,
except to the extent that the sale of securities in accordance with the
Portfolio's investment objective, policies and limitations may be deemed to be
an underwriting, and except that the Portfolio may acquire securities under
circumstances in which, if the securities were sold, the Portfolio might be
deemed to be an underwriter for purposes of the Securities Act of 1933, as
amended.

7. REAL ESTATE No Portfolio may purchase or sell real estate or real
estate limited partnership interests, or invest in oil, gas or mineral leases,
or mineral exploration or development programs, except that a Portfolio may (a)
invest in securities secured by real estate, mortgages or interests in real
estate or mortgages, (b) purchase securities issued by companies that invest or
deal in real estate, mortgages or interests in real estate or mortgages, (c)
engage in the purchase and sale of real estate as necessary to provide it with
an office for the transaction of business or (d) acquire real estate or
interests in real estate securing an issuer's obligations, in the event of a
default by that issuer.

8. SHORT SALES No Portfolio may make short sales of securities or
maintain a short position, unless at all times when a short position is open,
the Portfolio owns an equal amount of the securities or securities convertible
into or exchangeable for, without payment of any further consideration,
securities of the same issue as, and equal in amount to, the securities sold
short.

9. MARGIN PURCHASES No Portfolio may purchase securities on margin,
except that a Portfolio may obtain any short-term credits necessary for the
clearance of purchases and sales of securities. For purposes of this
restriction, the deposit or payment of initial or variation margin in connection
with futures contracts, financial futures contracts or related options, and
options on securities, and options on securities indexes will not be deemed to
be a purchase of securities on margin by a Portfolio.

10. COMMODITIES No Portfolio may invest in commodities, except that each
Portfolio (other than the Transamerica Premier Cash Reserve Portfolio) may
invest in futures contracts (including financial futures contracts or securities
index futures contracts) and related options and other similar contracts as
described in this Statement of Additional Information and in the Prospectus.

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11. PUT/CALL OPTIONS No Portfolio may purchase or sell put options, call
options, spreads or combinations of put options, call options and spreads,
except that (a) each Portfolio, other than the Transamerica Premier Cash Reserve
Portfolio, may purchase and sell covered put and call options on securities and
stock indexes and futures contracts and options on futures contracts; and (b)
the Transamerica Premier Cash Reserve Portfolio may acquire "puts" and
"unconditional puts" as defined in Rule 2a-7 under the 1940 Act.

12. SECURITIES OF OTHER INVESTMENT COMPANIES No Portfolio may purchase
securities of other investment companies, other than a security acquired in
connection with a merger, consolidation, acquisition, reorganization or offer of
exchange and except as permitted under the 1940 Act, if as a result of the
purchase: (a) more than 10% of the value of the Portfolio's total assets would
be invested in the securities of investment companies; (b) more than 5% of the
value of the Portfolio's total assets would be invested in the securities of any
one investment company; or (c) the Portfolio would own more than 3% of the total
securities of any investment company

13. INVEST FOR CONTROL No Portfolio may invest in companies for the
purposes of exercising control or management.

14. 3-YEAR RULE No Portfolio may purchase securities (other than
Government Securities) if, as a result of the purchase, the Portfolio would then
have more than 5% of its total assets invested in securities of companies
(including predecessors) that have been in continuous operation for fewer than
three years. This restriction will apply to the entity supplying the revenues
from which the issue is to be paid.

15. AFFILIATED PARTIES No Portfolio may purchase or retain securities of
any company if, to the knowledge of the Company, any of the Company's officers
or directors or any officer or director of the Investment Adviser who
individually own 1/2 of 1% of the company, together own more than 5% of the
company.

16. WARRANTS No Portfolio may purchase warrants (other than warrants
acquired by the Portfolio as part of a unit or attached to securities at the
time of purchase) if, as a result, the investments (valued at the lower of cost
or market) would exceed 5% of the value of the Portfolio's net assets of which
not more than 2% of the value of the Portfolio's net assets may be invested in
warrants not listed on the New York Stock Exchange, Inc. (the "NYSE") or the
American Stock Exchange. For purposes of this restriction, warrants acquired by
a Portfolio in units or attached to securities may be deemed to be without
value. The Transamerica Premier Cash Reserve Portfolio may not invest in any
form of warrants.

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17. ILLIQUID AND RESTRICTED SECURITIES The Portfolios will each not
invest more than 10% of their total assets in securities that are not registered
or are offered in an exempt, non-public offering ("restricted securities") under
the Securities Act of 1933 ("1933 Act"). However, such restriction will not
apply to restricted securities offered and sold to "qualified institutional
buyers" under Rule 144A of the 1933 Act or to foreign securities which are
offered or sold outside the United States in accordance with Regulation S of the
1933 Act. In addition, no Portfolio will invest more than 15% (10% for the
Transamerica Premier Cash Reserve Portfolio) of its net assets in illiquid
investments, which includes most repurchase agreements maturing in more than
seven days, currency and interest rate swaps, time deposits with a notice or
demand period of more than seven days, certain over-the-counter option
contracts, participation interests in loans, securities that are not readily
marketable, and restricted securities, unless the Investment Adviser determines,
based upon a continuing review of the trading markets and available reliable
price information for the specific security, that such restricted securities are
eligible under Rule 144A and are liquid. For purposes of this restriction,
illiquid securities are securities that cannot be disposed of by a Portfolio
within seven days in the ordinary course of business at approximately the amount
at which the Portfolio has valued the securities. In no event, will any
Portfolio's investment in illiquid restricted securities, in the aggregate,
exceed 15% of its assets. If through a change in values, net assets, or other
circumstances, any Portfolio were in a position where more than 15% of its
assets were invested in illiquid securities, it would take appropriate steps to
protect liquidity.

The Board has adopted guidelines and delegated to the Investment Adviser
the daily function of determining and monitoring the liquidity of restricted
securities. The Board, however, will retain sufficient oversight and be
ultimately responsible for the determinations. When no market, dealer, or matrix
quotations are available for a security, illiquid investments are priced at fair
value as determined in good faith by a committee appointed by the Board. Since
it is not possible to predict with assurance exactly how the market for
restricted securities sold and offered under Rule 144A will develop, the Board
will carefully monitor each Portfolio's investments in these securities,
focusing on such important factors, among others, as valuation, liquidity, and
availability of information. To the extent that qualified institutional buyers
become for a time uninterested in purchasing these restricted securities, this
investment practice could have the effect of decreasing the level of liquidity
in a Portfolio.

The purchase price and subsequent valuation of restricted securities
normally reflect a discount from the price at which such securities would trade
if they were not restricted, since the restriction makes them less liquid. The
amount of the discount from the prevailing market prices is expected to vary
depending upon the type of security, the character of the issuer, the party who
will hear the expenses of registering the restricted securities, and prevailing
supply and demand conditions.

The Company may make commitments more restrictive than the restrictions
listed above with respect to a Portfolio to permit the sale of shares of the
Portfolio in certain states. If the Company determines that any such commitment
is no longer in the best interests of a Portfolio and its shareholders, the
Company will revoke the commitment by terminating the sale of shares of the
Portfolio in the state involved or may otherwise modify its commitment based on
a change in the state's restrictions. The percentage limitations in the
restrictions listed above apply at the time of purchases of securities.

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DESCRIPTION OF CORPORATE BOND RATINGS

Moody's Investors Service, Inc. and Standard and Poor's Corporation are two
prominent independent rating agencies, who rate the quality of bonds. Following
are expanded explanations of the ratings shown in the Prospectus.

MOODY'S INVESTORS SERVICE, INC.

Aaa: Bonds with this rating are judged to be of the best quality. They
carry the smallest degree of investment risk. Interest payments are protected by
a large or by an exceptionally stable margin and principal is secure.

Aa: Bonds with this rating are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude.

A: Bonds with this rating possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment sometime in the future.

Baa: Bonds with this rating are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba: Bonds with this rating are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B: Bonds with this rating generally lack characteristics of desirable
investments. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa: Bonds with this rating are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

Ca: Bonds with this rating represent obligations which are speculative in
a high degree. Such issues are often in default or have other marked
shortcomings.

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C: Bonds with this rating are the lowest rated class of bonds and issues
so rated can be regarded as having extremely poor prospects of ever attaining
any real investment standing.

Moody's applies numerical modifiers 1, 2 and 3 in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the issue ranks in the lower end of its generic rating
category.

Generally, investment-grade debt securities are those rated Baa3 or better
by Moody's.

STANDARD & POOR'S CORPORATION

AAA: This rating is the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is very strong.

AA: This rating indicates a very strong capacity to pay interest and
repay principal and differs from the higher rated issues only in small degree.

A: This rating indicates a strong capacity to pay interest and repay
principal, although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher rated
categories.

BBB: This rating indicates an adequate capacity to pay interest and repay
principal. Whereas it normally exhibits adequate protection parameters, adverse
economic conditions or changing circumstances are more likely to lead to a
weakened capacity to pay interest and repay principal for debt in this category
than in higher rated categories.

BB, B, CCC, CC: These ratings indicate, on balance, a predominantly
speculative capacity of the issuer to pay interest and repay principal in
accordance with the terms of the obligation. BB indicates the lowest degree of
speculation and CC the highest degree of speculation. While such debt will
likely have some quality and protective characteristics, these are outweighed by
large uncertainties or major risk exposures to adverse conditions.

C: This rating is reserved for income bonds on which no interest is
being paid.

D: This rating indicates debt in default, and payment of interest and/or
repayment of principal is in arrears.

The ratings from "AA" to "B" may be modified by the addition of a plus or
minus sign to show relative standing within the major rating categories, for
example A- or B+.

Generally, investment-grade debt securities are those rated BBB- or better
by Standard & Poor's.

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DESCRIPTION OF FIXED-INCOME INSTRUMENTS

U.S. GOVERNMENT OBLIGATIONS Securities issued or guaranteed as to principal and
interest by the United States Government include a variety of Treasury
securities, which differ in their interest rates, maturities and times of
issuance. Treasury bills have a maturity of one year or less; Treasury notes
have maturities of one to ten years; and Treasury bonds can be issued with any
maturity period but generally have a maturity of greater than ten years.
Agencies of the United States Government which issue or guarantee obligations
include, among others, the Export-Import Bank of the United States, Farmers Home
Administration, Federal Housing Administration, Government National Mortgage
Association, Maritime Administration, Small Business Administration and The
Tennessee Valley Authority. Obligations of instrumentalities of the United
States Government include securities issued or guaranteed by, among others,
banks of the Farm Credit System, the Federal National Mortgage Association,
Federal Home Loan Banks, Federal Home Loan Mortgage Corporation, Student Loan
Marketing Association, Federal Intermediate Credit Banks, Federal Land Banks,
Banks for Cooperatives, and the U.S. Postal Service. Some of these securities
are supported by the full faith and credit of the U.S. Treasury; others are
supported by the right of the issuer to borrow from the Treasury, while still
others are supported only by the credit of the instrumentality.

CERTIFICATES OF DEPOSIT Certificates of deposit are generally short-term,
interest-bearing negotiable certificates issued by banks or savings and loan
associations and savings banks against funds deposited in the issuing
institution.

TIME DEPOSITS Time deposits are deposits in a bank or other financial
institution for a specified period of time at a fixed interest rate for which a
negotiable certificate is not received. Certain time deposits may be considered
illiquid.

BANKERS' ACCEPTANCE A bankers' acceptance is a draft drawn on a commercial bank
by a borrower usually in connection with an international commercial transaction
(to finance the import, export, transfer or storage of goods). The borrower is
liable for payment as well as the bank, which unconditionally guarantees to pay
the draft at its face amount on the maturity date. Most acceptances have
maturities of six months or less and are traded in secondary markets prior to
maturity.

COMMERCIAL PAPER Commercial paper refers to short-term, unsecured promissory
notes issued by corporations to finance short-term credit needs. Commercial
paper is usually sold on a discount basis and has a maturity at the time of
issuance not exceeding 270 days.

VARIABLE RATE, FLOATING RATE, OR VARIABLE AMOUNT SECURITIES Variable rate,
floating rate, or variable amount securities are short-term unsecured promissory
notes issued by corporations to finance short-term credit needs. These are
interest-bearing notes on which the interest rate generally fluctuates on a
scheduled basis.

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CORPORATE DEBT SECURITIES Debt issued by a corporation that pays interest and
principal to the holders at specified times.

ASSET-BACKED SECURITIES Asset-backed securities are securities which represent
an undivided fractional interest in a trust whose assets generally consist of
mortgages, motor vehicle retail installment sales contracts, or other consumer-
based loans.

PARTICIPATION INTERESTS IN LOANS A participation interest in a loan entitles
the purchaser to receive a portion of principal and interest payments due on a
commercial loan extended by a bank to a specified company. The purchaser of such
an interest has no recourse against the bank if payments of principal and
interest are not made by the borrower and generally relies on the bank to
administer and enforce the loan's terms.

INTERNATIONAL ORGANIZATION OBLIGATIONS International organization obligations
include obligations of those organizations designated or supported by U.S. or
foreign government agencies to promote economic reconstruction and development
or international banking, and related government agencies. Examples include the
International Bank for Reconstruction and Development (the World Bank), the
European Coal and Steel Community, the Asian Development Bank, and the
InterAmerican Development Bank.

CUSTODY RECEIPTS A Portfolio may acquire custody receipts in connection with
securities issued or guaranteed as to principal and interest by the U.S.
Government, its agencies, authorities or instrumentalities. Such custody
receipts evidence ownership of future interest payments, principal payments or
both on certain notes or bonds issued by the U.S. Government, its agencies,
authorities or instrumentalities. These custody receipts are known by various
names, including "Treasury Receipts," "Treasury Investors Growth Receipts"
("TIGRs"), and "Certificates of Accrual on Treasury Securities" ("CATS"). For
certain securities law purposes, custody receipts are not considered U.S.
Government securities.

PASS-THROUGH SECURITIES The Portfolios may invest in mortgage pass-through
securities such as Government National Mortgage Association ("GNMA")
certificates or Federal National Mortgage Association ("FNMA") and other
mortgage-backed obligations, or modified pass-through securities such as
collateralized mortgage obligations issued by various financial institutions.
In connection with these investments, early repayment of investment principal
arising from prepayments of principal on the underlying mortgage loans due to
the sale of the underlying property, the refinancing of the loan, or foreclosure
may expose the Portfolio to a lower rate of return upon reinvestment of the
principal. Prepayment rates vary widely and may be affected by changes in
market interest rates. In periods of falling interest rates, the rate of
prepayment tends to increase, thereby shortening the actual average life of the
mortgage-related security. Conversely, when interest rates are rising, the rate
of prepayment tends to decrease, thereby lengthening the actual average life of
the mortgage-related security. Accordingly, it is not possible to accurately
predict the average life of a particular pool of pass-through securities.
Reinvestment of prepayments may occur at higher or lower rates than the original
yield on the certificates. Therefore, the actual maturity and realized yield on
pass-through or modified pass-through mortgage-related securities will vary
based upon the prepayment

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experience of the underlying pool of mortgages. For purposes of calculating the
average life of the assets of the relevant Portfolio, the maturity of each of
these securities will be the average life of such securities based on the most
recent or estimated annual prepayment rate.

PORTFOLIO INVESTMENT PROCEDURES

HIGH YIELD ("JUNK") BONDS High-yield bonds (commonly called "junk" bonds) are
lower rated bonds that involve a higher degree of credit risk. Credit risk is
the risk that the issuer of the bonds will not be able to make interest or
principal payment on time. If this happened to a bond in a Portfolio, the
Portfolio would lose some of its income, and could expect a decline in the
market value of the securities affected. So the Investment Adviser needs to
carefully analyze the financial condition of companies issuing junk bonds. The
market prices of lower rated securities are generally less sensitive to interest
rate changes than higher rated investments. But during an economic downturn or a
period of rising interest rates, highly leveraged companies may have trouble
making principal and interest payments, meeting projected business goals, and
obtaining additional financing. Junk bonds' values will generally decrease in a
rising interest rate market.

Junk bonds may contain "call" provisions, which enable the issuers of the
bond to redeem the bond at will. If the issuer exercises this privilege during a
declining interest rate market, the Portfolio would replace the bond most likely
with a lower yield bond, resulting in a lower return for investors.

Periods of economic or political uncertainty and change can create some
volatility for junk bonds. Since the last major economic recession, there has
been a substantial increase in the use of high-yield debt securities to fund
highly leveraged corporate acquisitions and restructurings. Past experience with
high-yield securities in a prolonged economic downturn may not provide an
accurate indication of future performance during such periods. Lower rated
securities may also be harder to sell than higher rate securities because of bad
publicity and investor perceptions of this market, as well as new or proposed
laws dealing with high yield securities. For many junk bonds there is no
established retail secondary market. As a result, it may be difficult for the
Investment Adviser to accurately value the bonds because they cannot rely on
available, objective data.

Each Portfolio may also invest in unrated debt securities. Unrated debt,
while not necessarily of lower quality than rated securities, may not have as
broad a market. Since these ratings do not consider factors relevant to each
issue, and may not be updated regularly, the Investment Adviser may treat high
yield securities as unrated debt.

Because of the size and perceived demand of the issue, among other factors,
certain municipalities may decide not to pay the cost of getting a rating for
their bonds. The Investment Adviser will analyze the creditworthiness of the
issuer, as well as any financial institution or other party responsible for
payments on the security, to determine whether to purchase unrated municipal
bonds.

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RESTRICTED AND ILLIQUID SECURITIES A Portfolio may purchase certain restricted
securities of U.S. issuers (those that are not registered under the Securities
Act of 1933 (the "1933 Act") but can be offered and sold to "qualified
institutional buyers" under Rule 144A of that Act) and limited amounts of
illiquid investments, including illiquid restricted securities.

Illiquid investments include many restricted securities, repurchase
agreements that mature in more than seven days, fixed time deposits that mature
in more than seven days and participation interests in loans.

Certain repurchase agreements which provide for settlement in more than
seven days, however, can be liquidated before the nominal fixed term of seven
days or less notice. The Investment Adviser will consider such repurchase
agreements as liquid. Likewise, restricted securities (including commercial
paper issued pursuant to Section 4(2) of the 1933 Act) that the Board or the
Investment Adviser have determined to be liquid will be treated as such.

The SEC staff has taken the position that fixed time deposits maturing in
more than seven days that cannot be traded on a secondary market and
participation interests in loans are illiquid and not readily marketable. A
considerable amount of time may elapse between a Portfolio's decision to dispose
of restricted or illiquid securities and the time which such Portfolio is able
to dispose of them, during which time the value of such securities (and
therefore the value of the Portfolio's shares held by an account) could decline.

DERIVATIVES Except for the Transamerica Premier Cash Reserve Portfolio, each of
the Portfolios may use options, futures, forward contracts, and swap
transactions ("derivatives"). The Investment Adviser may seek to protect a
Portfolio against potential unfavorable movements in interest rates or
securities' prices by investing in derivatives. If those markets do not move in
the direction the Investment Adviser anticipated, that Portfolio could suffer
investment losses.

Each Portfolio may purchase and write call or put options on securities or
on indexes ("options") and may enter into interest rate or index futures
contracts for the purchase or sale of instruments based on financial indexes
("futures contracts"), options on futures contracts, forward contracts, and
interest rate swaps and swap-related products. These instruments will be used
primarily to adjust a Portfolio's exposure to changing securities prices,
interest rates, or other factors that affect securities values, to attempt to
reduce the overall investment risk.

Risks in the use of derivatives include, in addition to those referred to
above: (1) the risk that interest rates and securities prices do not move in the
directions being hedged against, in which case the Portfolio has incurred the
cost of the derivative (either its purchase price or, by writing an option,
losing the opportunity to profit from increases in the value of the securities
covered) with no tangible benefit; (2) imperfect correlation between the price
of derivatives and the movements of the securities' prices or interest rates
being hedged; (3) the possible absence of a liquid secondary market for any
particular derivative at any time (some derivatives are not actively traded but
are custom designed to meet the investment needs of a narrow group of
institutional investors and can become illiquid if the needs of that group of
investors change); (4) the potential loss if the counterparty to the transaction
does not perform as promised; and (5) the possible need to defer closing out
certain positions to avoid adverse tax consequences.

The Board will closely monitor the Investment Adviser's use of derivatives
in each of the Portfolios to assure they are used in accordance with the
investment

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objectives of each Portfolio.

OPTIONS ON SECURITIES AND SECURITIES INDEXES A Portfolio may write (sell)
covered call and put options on any securities in which it may invest. A call
option written by a Portfolio obligates the Portfolio to sell specified
securities to the holder of the option at a specified price if the option is
exercised at any time before the expiration date. All call options written by a
Portfolio are covered, which means that the Portfolio will own the securities
subject to the option so long as the option is outstanding. A Portfolio's
purpose in writing covered call options is to realize greater income than would
be realized on securities transactions alone. However, by writing the call
option a Portfolio might forgo the opportunity to profit from an increase in the
market price of the underlying security.

A put option written by a Portfolio would obligate the Portfolio to
purchase specified securities from the option holder at a specified price if the
option is exercised at any time before the expiration date. All put options
written by a Portfolio would be covered, which means that such Portfolio would
have deposited with its custodian cash or liquid high grade debt securities with
a value at least equal to the exercise price of the put option. The purpose of
writing such options is to generate additional income for the Portfolio.
However, in return for the option premium, a Portfolio accepts the risk that it
might be required to purchase the underlying securities at a price in excess of
the securities' market value at the time of purchase.

In addition, a written call option or put option may be covered by
maintaining cash or liquid high grade debt securities in a segregated account
with its custodian or by purchasing an offsetting option or any other option
which, by virtue of its exercise price or otherwise, reduces a Portfolio's net
exposure on its written option position.

A Portfolio may also write (sell) covered call and put options on any
securities index composed of securities in which it may invest. Options on
securities indexes are similar to options on securities, except that the
exercise of securities index options requires cash payments and does not involve
the actual purchase or sale of securities. In addition, securities index
options are designed to reflect price fluctuations in a group of securities or
segment of the securities market rather than price fluctuations in a single
security.

A Portfolio may cover call options on a securities index by owning
securities whose price changes are expected to be similar to those of the
underlying index, or by having an absolute and immediate right to acquire such
securities without additional cash consideration (or for additional cash
consideration held in a segregated account by its custodian) upon conversion or
exchange of other securities in the Portfolio. A Portfolio may cover call and
put options on a securities index by maintaining cash or liquid high grade debt
securities with a value equal to the exercise price in a segregated account with
its custodian.

A Portfolio may terminate its obligations under an exchange traded call or
put option by purchasing an option identical to the one it has written.
Obligations under over-the-counter options may be terminated only by entering
into an offsetting transaction with the counterparty to such option. Such
purchases are referred to as "closing purchase" transactions.

A Portfolio may purchase put and call options on any securities in which it
may invest or options on any securities index based on securities in which it
may invest. A Portfolio would also be able to enter into closing sale
transactions in order to realize gains or minimize losses on options it had
purchased.

A Portfolio would normally purchase call options in anticipation of an
increase

13
<PAGE>

in the market value of securities of the type in which it may invest. The
purchase of a call option would entitle a Portfolio, in return for the premium
paid, to purchase specified securities at a specified price during the option
period. A Portfolio would ordinarily realize a gain if, during the option
period, the value of such securities exceeded the sum of the exercise price, the
premium paid and transaction costs; otherwise the Portfolio would realize a loss
on the purchase of the call option.

A Portfolio would normally purchase put options in anticipation of a
decline in the market value of its securities ("protective puts") or in
securities in which it may invest. The purchase of a put option would entitle a
Portfolio, in exchange for the premium paid, to sell specified securities at a
specified price during the option period. The purchase of protective puts is
designed to offset or hedge against a decline in the market value of a
Portfolio's securities. Put options may also be purchased by a Portfolio for
the purpose of affirmatively benefiting from a decline in the price of
securities which it does not own. A Portfolio would ordinarily realize a gain
if, during the option period, the value of the underlying securities decreased
below the exercise price sufficiently to cover the premium and transaction
costs; otherwise such a Portfolio would realize a loss on the purchase of the
put option.

A Portfolio would purchase put and call options on securities indexes for
the same purposes as it would purchase options on individual securities.

RISKS ASSOCIATED WITH OPTIONS TRANSACTIONS There is no assurance that a liquid
secondary market on an options exchange will exist for any particular exchange-
traded option or at any particular time. If a Portfolio is unable to effect a
closing purchase transaction with respect to covered options it has written, the
Portfolio will not be able to sell the underlying securities or dispose of
assets held in a segregated account until the options expire or are exercised.
Similarly, if a Portfolio is unable to effect a closing sale transaction with
respect to options it has purchased, it would have to exercise the options in
order to realize any profit and will incur transaction costs upon the purchase
or sale of underlying securities.

Reasons for the absence of a liquid secondary market on an exchange include
the following: (i) there may be insufficient trading interest in certain
options; (ii) restrictions may be imposed by an exchange on opening transactions
or closing transactions or both; (iii) trading halts, suspensions or other
restrictions may be imposed with respect to particular classes or series of
options; (iv) unusual or unforeseen circumstances may interrupt normal
operations on an exchange; (v) the facilities of an exchange or the Options
Clearing Corporation may not at all times be adequate to handle current trading
volume; or (vi) one or more exchanges could, for economic or other reasons,
decide or be compelled at some future date to discontinue the trading of options
(or a particular class or series of options), in which event the secondary
market on that exchange (or in that class or series of options) would cease to
exist, although outstanding options on that exchange that had been issued by the
Options Clearing Corporation as a result of trades on that exchange would
continue to be exercisable in accordance with their terms.

A Portfolio may purchase and sell both options that are traded on U.S.,
United Kingdom, and other exchanges and options traded over-the-counter with
broker-dealers who make markets in these options. The ability to terminate
over-the-counter options is more limited than with exchange-traded options and
may involve the risk that broker-dealers participating in such transactions will
not fulfill their obligations. Until such time as the staff of the SEC changes
its position, a Portfolio will treat purchased over-the-counter options
and all assets used to cover written over-the-counter options

14
<PAGE>

as illiquid securities, except that with respect to options written with primary
dealers in U.S. Government securities pursuant to an agreement requiring a
closing purchase transaction at a formula price, the amount of illiquid
securities may be calculated with reference to the formula.

Transactions by a Portfolio in options on securities and securities indexes
will be subject to limitations established by each of the exchanges, boards of
trade or other trading facilities governing the maximum number of options in
each class which may be written or purchased by a single investor or group of
investors acting in concert. Thus, the number of options which a Portfolio may
write or purchase may be affected by options written or purchased by other
investment advisory clients of the Investment Adviser of the Portfolios. An
exchange, board of trade or other trading facility may order the liquidations of
positions found to be in excess of these limits, and it may impose certain other
sanctions.

The writing and purchase of options is a highly specialized activity which
involves investment techniques and risks different from those associated with
ordinary securities transactions. The successful use of protective puts for
hedging purposes depends in part on an ability to anticipate future price
fluctuations and the degree of correlation between the options and securities
markets.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS A Portfolio may purchase and
sell futures contracts and may also purchase and write options on futures
contracts. A Portfolio may purchase and sell futures contracts based on various
securities (such as U.S. Government Securities), securities indexes, and other
financial instruments and indexes. A Portfolio will engage in futures or
related options transactions only for bona fide hedging purposes as defined
below or to increase total returns to the extent permitted by regulations of the
Commodity Futures Trading Commission ("CFTC"). All futures contracts entered
into by a Portfolio are traded on U.S. exchanges or boards of trade that are
licensed and regulated by the CFTC.

FUTURES CONTRACTS A futures contract may generally be described as an
agreement between two parties to buy or sell particular financial instruments
for an agreed price during a designated month (or to deliver the final cash
settlement price, in the case of a contract relating to an index or otherwise
not calling for physical delivery at the end of trading in the contract).

When interest rates are rising or securities prices are falling, a
Portfolio can seek through the sale of futures contracts to offset a decline in
the value of its current securities. When rates are falling or prices are
rising, a Portfolio, through the purchase of futures contracts, can attempt to
secure better rates or prices than might later be available in the market when
it effects anticipated purchases. The Transamerica Premier Equity Index
Portfolio will use options and futures contracts only to achieve its performance
objective of matching the return on the S&P 500.

Positions taken in the futures markets are not normally held to maturity,
but are instead liquidated through offsetting transactions which may result in a
profit or a loss. While a Portfolio's futures contracts on securities will
usually be liquidated in this manner, it may instead make or take delivery of
the underlying securities whenever it appears economically advantageous for a
Portfolio to do so. A clearing corporation associated with the exchange on
which futures on securities are traded guarantees that, if still open, the sale
or purchase will be performed on the settlement date.

15
<PAGE>

HEDGING STRATEGIES Hedging by use of futures contracts seeks to establish
more certainty than would otherwise be possible in the effective price or rate
of return on securities that a Portfolio owns or proposes to acquire. A
Portfolio may, for example, take a "short" position in the futures market by
selling futures contracts in order to hedge against an anticipated rise in
interest rates or a decline in market prices that would adversely affect the
value of the Portfolio's securities. Such futures contracts may include
contracts for the future delivery of securities held by the Portfolio or
securities with characteristics similar to those of a Portfolio's securities.

If, in the opinion of the Investment Adviser, there is a sufficient degree
of correlation between price trends for a Portfolio's securities and futures
contracts based on other financial instruments, securities indexes or other
indexes, the Portfolio may also enter into such futures contracts as part of its
hedging strategy. Although under some circumstances prices of a Portfolio's
securities may be more or less volatile than prices of such futures contracts,
the Investment Adviser will attempt to estimate the extent of this difference in
volatility based on historical patterns and to compensate for it by having a
Portfolio enter into a greater or lesser number of futures contracts or by
attempting to achieve only a partial hedge against price changes affecting the
Portfolio's securities. When hedging of this character is successful, any
depreciation in the value of the Portfolio's securities will be substantially
offset by appreciation in the value of the futures position. On the other hand,
any unanticipated appreciation in the value of the Portfolio's securities would
be substantially offset by a decline in the value of the futures position.

On other occasions, a Portfolio may take a "long" position by purchasing
such futures contracts. This would be done, for example, when a Portfolio
anticipates the subsequent purchase of particular securities when it has the
necessary cash, but expects the prices or interest rates then available in the
applicable market to be less favorable than prices or rates that are currently
available.

OPTIONS ON FUTURES CONTRACTS The acquisition of put and call options on
futures contracts will give a Portfolio the right (but not the obligation), for
a specified price, to sell or to purchase, respectively, the underlying futures
contract at any time during the option period. As the purchaser of an option on
a futures contract, a Portfolio obtains the benefit of the futures position if
prices move in a favorable direction but limits its risk of loss in the event of
an unfavorable price movement to the loss of the option premium and transaction
costs.

The writing of a call option on a futures contract generates a premium
which may partially offset a decline in the value of a Portfolio's assets. By
writing a call option, a Portfolio becomes obligated, in exchange for the
premium, to sell a futures contract, which may have a value higher than the
exercise price. Conversely, the writing of a put option on a futures contract
generates a premium, which may partially offset an increase in the price of
securities that a Portfolio intends to purchase. However, a Portfolio becomes
obligated to purchase a futures contract, which may have a value lower than the
exercise price. Thus, the loss incurred by a Portfolio in writing options on
futures is potentially unlimited and may exceed the amount of the premium
received. A Portfolio will increase transaction costs in connection with the
writing of options on futures.

The holder or writer of an option on a futures contract may terminate its
position by selling or purchasing an offsetting option on the same series.
There is no guarantee that such closing transactions can be effected. A
Portfolio's ability to establish and close out positions on such options will be
subject to the development and maintenance of a liquid market.

16
<PAGE>

OTHER CONSIDERATIONS Where permitted, a Portfolio will engage in futures
transactions and in related options transactions only for bona fide hedging or
to increase total return to the extent permitted by CFTC regulations. A
Portfolio will determine that the price fluctuations in the futures contracts
and options on futures used for hedging purposes are substantially related to
price fluctuations in securities held by the Portfolio or which it expects to
purchase. Except as stated below, each Portfolio's futures transactions will be
entered into for traditional hedging purposes -- i.e., futures contracts will be
----
sold to protect against a decline in the price of securities that the Portfolio
owns, or futures contracts will be purchased to protect the Portfolio against an
increase in the price of securities it intends to purchase. As evidence of this
hedging intent, a Portfolio expects that on 75% or more of the occasions on
which they take a long futures or option position (involving the purchase of
futures contracts), that Portfolio will have purchased, or will be in the
process of purchasing, equivalent amounts of related securities in the cash
market at the time when the futures or option position is closed out. However,
in particular cases, when it is economically advantageous for a Portfolio to do
so, a long futures position may be terminated or an option may expire without
the corresponding purchase of securities or other assets.

As an alternative to literal compliance with the bona fide hedging
definition, a CFTC regulation permits a Portfolio to elect to comply with a
different test, under which the aggregate initial margin and premiums required
to establish positions in futures contracts and options on futures for the
purpose of increasing total return, will not exceed 5 percent of the Portfolio's
net asset value, after taking into account unrealized profits and losses on any
such positions and excluding the amount by which such options were in-the-money
at the time of purchase. As permitted, each Portfolio will engage in
transactions in futures contracts and in related options transactions only to
the extent such transactions are consistent with the requirements of the
Internal Revenue Code of 1986, as amended (the "Code") for maintaining its
qualification as a regulated investment company for federal income tax purposes.

Transactions in futures contracts and options on futures involve brokerage
costs, require margin deposits and, in the case of contracts and options
obligating a Portfolio to purchase securities or currencies, require the
Portfolio to segregate with its custodian liquid high grade debt securities in
an amount equal to the underlying value of such contracts and options.

While transactions in futures contracts and options on futures may reduce
certain risks, such transactions themselves entail certain other risks. Thus,
unanticipated changes in interest rates or securities prices may result in a
poorer overall performance for a Portfolio than if it had not entered into any
futures contracts or options transactions. In the event of an imperfect
correlation between a futures position and the position which is intended to be
protected, the desired protection may not be obtained and a Portfolio may be
exposed to risk of loss.

Perfect correlation between a Portfolio's futures positions and current
positions may be difficult to achieve because no futures contracts based on
individual equity securities are currently available. The only futures
contracts available to these Portfolios for hedging purposes are various futures
on U.S. Government securities and securities indexes.

INTEREST RATE SWAPS A Portfolio may enter into interest rate swaps for
hedging purposes and non-hedging purposes. Since swaps are entered into for
good faith hedging purposes or are offset by a segregated account as described
below, the Investment Adviser believes that swaps do not constitute senior
securities as defined in the 1940 Act and, accordingly, will not treat them as
being subject to the Portfolio's

17
<PAGE>

borrowing restrictions. The net amount of the excess, if any, of a Portfolio's
obligations over its "entitlement" with respect to each interest rate swap will
be accrued on a daily basis and an amount of cash or liquid high grade debt
securities (i.e. securities rated in one of the top three ratings categories by
Moody's or S&P, or, if unrated, deemed by the Investment Adviser to be of
comparable credit quality) having an aggregate net asset value at least equal to
such accrued excess will be maintained in a segregated account by the
Portfolio's custodian. A Portfolio will not enter into any interest rate swap
unless the credit quality of the unsecured senior debt or the claims-paying
ability of the other party thereto is considered to be investment grade by the
Investment Adviser. If there is a default by the other party to such a
transaction, a Portfolio will have contractual remedies pursuant to the
agreement. The swap market has grown substantially in recent years with a large
number of banks and investment banking firms acting both as principals and as
agents utilizing standardized swap documentation. As a result, the swap market
has become relatively liquid in comparison with the markets for other similar
instruments which are traded in the interbank market.

SWAP TRANSACTIONS The Portfolios may, to the extent permitted by the SEC, enter
into privately negotiated "swap" transactions with other financial institutions
in order to take advantage of investment opportunities generally not available
in public markets. In general, these transactions involve "swapping" a return
based on certain securities, instruments, or financial indexes with another
party, such as a commercial bank, in exchange for a return based on different
securities, instruments, or financial indexes.

By entering into swap transactions, a Portfolio may be able to protect the
value of a portion of its securities against declines in market value. A
Portfolio may also enter into swap transactions to facilitate implementation of
allocation strategies between different market segments or to take advantage of
market opportunities which may arise from time to time. A Portfolio may be able
to enhance its overall performance if the return offered by the other party to
the swap transaction exceeds the return swapped by the Portfolio. However,
there can be no assurance that the return a Portfolio receives from the
counterparty to the swap transaction will exceed the return it swaps to that
party.

While a Portfolio will only enter into swap transactions with
counterparties it considers creditworthy (and will monitor the creditworthiness
of parties with which it enters into swap transactions), a risk inherent in swap
transactions is that the other party to the transaction may default on its
obligations under the swap agreement. If the other party to the swap
transaction defaults on its obligations, a Portfolio would be limited to
contractual remedies under the swap agreement. There can be no assurance that a
Portfolio will succeed when pursuing its contractual remedies. To minimize a
Portfolio's exposure in the event of default, the Portfolios will usually enter
into swap transactions on a net basis (i.e., the parties to the transaction will
net the payments payable to each other before such payments are made). When a
Portfolio enters into swap transactions on a net basis, the net amount of the
excess, if any, of the Portfolio's obligations over its entitlements with
respect to each such swap agreement will be accrued on a daily basis and an
amount of liquid assets having an aggregate market value at least equal to the
accrued excess will be segregated by the Portfolio's custodian. To the extent a
Portfolio enters into swap transactions other than on a net basis, the amount
segregated will be the full amount of the Portfolio's obligations, if any, with
respect to each such swap agreement, accrued on a daily basis. See

18
<PAGE>

"Segregated Portfolios" below.

Swap agreements are considered to be illiquid by the SEC staff and will be
subject to the limitations on illiquid investments described above. See page
____.

To the extent that there is an imperfect correlation between the return a
Portfolio is obligated to swap and the securities or instruments representing
such return, the value of the swap transaction may be adversely affected. A
Portfolio therefore will not enter into a swap transaction unless it owns or has
the right to acquire the securities or instruments representative of the return
it is obligated to swap with the counterparty to the swap transaction. It is
not the intention of the Portfolios to engage in swap transactions in a
speculative manner, but rather primarily to hedge or manage the risks associated
with assets held in, or to facilitate the implementation of strategies of
purchasing and selling assets for, a Portfolio.

SEGREGATED ACCOUNTS In connection with when-issued securities, firm commitment
agreements, futures, the writing of options, and certain other transactions in
which a Portfolio incurs an obligation to make payments in the future, a
Portfolio may be required to segregate assets with its custodian in amounts
sufficient to settle the transaction. To the extent required, such segregated
assets will consist of liquid assets such as cash, United States Government
securities or other appropriate high grade debt obligations as may be permitted
by law.

PURCHASE OF "WHEN ISSUED" SECURITIES The Portfolios may enter into firm
commitment agreements for the purchase of securities on a specified future date.
Thus, the Portfolios may purchase, for example, new issues of fixed-income
instruments on a "when issued" basis, whereby the payment obligation, or yield
to maturity, or coupon rate on the instruments may not be fixed at the time of
the transaction. In addition, the Portfolios may invest in asset-backed
securities on a delayed delivery basis. This reduces the Portfolios' risk of
early repayment of principal, but exposes the Portfolios to some additional risk
that the transaction will not be consummated.

When the Portfolios enter into firm commitment agreements, liability for
the purchase price and the rights and risks of ownership of the securities
accrue to the Portfolios at the time they become obligated to purchase such
securities, although delivery and payment occur at a later date. Accordingly,
if the market price of the security should decline, the effect of the agreement
would be to obligate the Portfolios to purchase the security at a price above
the current market price on the date of delivery and payment. During the time
the Portfolios are obligated to purchase such securities they will be required
to segregate assets. See "Segregated Accounts," above. A Portfolio will not
purchase securities on a "when issued" as is if, as a result, more than 15% of
the Portfolio's net assets would be so invested.

LENDING OF SECURITIES Subject to investment restriction number 2 on page ____
(relating to loans of securities), a Portfolio may lend its securities to
brokers and dealers that are not affiliated with the Investment Adviser, are
registered with the Commission and are members of the NASD, and also to certain
other financial institutions. All loans will be fully collateralized. In
connection with the lending of its securities, a Portfolio will receive as
collateral cash, securities issued or guaranteed by the United States Government
(i.e., Treasury securities), or other collateral permitted by applicable law,
which at all times while the loan is outstanding will be maintained in amounts
equal to at least 102% of the current market value of the loaned securities, or
such lesser percentage as may be permitted by applicable law, as reviewed daily.

19
<PAGE>

The Portfolio lending its securities will receive amounts equal to the interest
or dividends paid on the securities loaned and in addition will expect to
receive a portion of the income generated by the short-term investment of cash
received as collateral or, alternatively, where securities or a letter of credit
are used as collateral, a lending fee paid directly to the Portfolio by the
borrower of the securities. Such loans will be terminable by the Portfolio at
any time and will not be made to affiliates of the Investment Adviser. A
Portfolio may terminate a loan of securities in order to regain record ownership
of, and to exercise beneficial rights related to, the loaned securities,
including but not necessarily limited to voting or subscription rights, and may,
in the exercise of its fiduciary duties, terminate a loan in the event that a
vote of holders of those securities is required on a material matter. The
Portfolio may pay reasonable fees to persons unaffiliated with the Portfolio for
services or for arranging such loans. Loans of securities will be made only to
firms deemed creditworthy. As with any extension of credit, however, there are
risks of delay in recovering the loaned securities, should the borrower of
securities default, become the subject of bankruptcy proceedings, or otherwise
be unable to fulfill its obligations or fail financially.

REPURCHASE AGREEMENTS Repurchase agreements have the characteristics of loans
by a Portfolio, and will be fully collateralized (either with physical
securities or evidence of book entry transfer to the account of the custodian
bank) at all times. During the term of the repurchase agreement the Portfolio
retains the security subject to the repurchase agreement as collateral securing
the seller's repurchase obligation, continually monitors the market value of the
security subject to the agreement, and requires the Portfolio's seller to
deposit with the Portfolio additional collateral equal to any amount by which
the market value of the security subject to the repurchase agreement falls below
the resale amount provided under the repurchase agreement. The Portfolios will
enter into repurchase agreements only with member banks of the Federal Reserve
System, and with primary dealers in United States Government securities or their
wholly-owned subsidiaries whose creditworthiness has been reviewed and found
satisfactory by the Investment Adviser and who have, therefore, been determined
to present minimal credit risk.

Securities underlying repurchase agreements will be limited to certificates
of deposit, commercial paper, bankers' acceptances, or obligations issued or
guaranteed by the United States Government or its agencies or instrumentalities,
in which the Portfolio may otherwise invest.

If a seller of a repurchase agreement defaults and does not repurchase the
security subject to the agreement, the Portfolio would look to the collateral
security underlying the seller's repurchase agreement, including the securities
subject to the repurchase agreement, for satisfaction of the seller's obligation
to the Portfolio; in such event the Portfolio might incur disposition costs in
liquidating the collateral and might suffer a loss if the value of the
collateral declines. In addition, if bankruptcy proceedings are instituted
against a seller of a repurchase agreement, realization upon the collateral may
be delayed or limited.

OTHER INVESTMENT TECHNIQUES AND OPPORTUNITIES The Portfolios may take certain
actions with respect to merger proposals, tender offers, conversion of equity-
related securities and other investment opportunities with the objective of
enhancing overall return, irrespective of how these actions may affect the
weight of the particular securities in a Portfolio.

20
<PAGE>

PORTFOLIO TURNOVER

The transactions engaged in by the Portfolios are reflected in the
Portfolios' turnover rates. The rate of turnover for each Portfolio is
calculated by dividing the lesser of the amount of purchases or sales of
securities during the fiscal year by the monthly average of the value of the
Portfolio's securities (excluding from the computation all securities, including
options, with maturities at the time of acquisition of one year or less). A
high rate of turnover generally involves correspondingly greater brokerage
commission expenses, which must be borne directly by the Portfolio and
ultimately by the Portfolio's shareholder. However, because turnover is not a
limiting factor in determining whether or not to sell securities, a particular
investment may be sold at any time, if investment judgment or account operations
make a sale advisable.

Turnover for the insurance company separate accounts, also managed by the
Investment Adviser, has not been and will not be a consideration. The Investment
Adviser buys and sells securities for each separate account whenever it believes
it is appropriate to do so. The Transamerica Premier Portfolios are and will be
managed in a substantially similar manner.

The Investment Adviser cannot predict precisely the turnover rates for
these new Portfolios, but expects that the annual turnover rates will generally
not exceed 50% for the Transamerica Premier Equity Portfolio, 200% for the
Transamerica Premier Equity Index Portfolio, 100% for the Transamerica Premier
Bond Portfolio, 50% for the Transamerica Premier Balanced Portfolio, and 300%
for the Transamerica Premier Government Bond Portfolio. The turnover rate for
the Transamerica Premier Cash Reserve Portfolio is expected to be zero for
regulatory purposes. A 100% annual turnover rate would occur if all of a
Portfolio's securities were replaced one time during a one year period. Short-
term gains realized from turnover are taxable to shareholders as ordinary
income, except for shares held in special tax-qualified accounts ( such as IRA's
or employer sponsored pension plans). In addition, higher turnover rates can
result in corresponding increases in brokerage commissions and other transaction
costs. The Investment Adviser generally will not consider turnover rates in
making investment decisions on behalf of any Portfolio consistent with the
Portfolio's investment objective and policies.

MANAGEMENT OF THE COMPANY

The names of the directors and executive officers of the Company, their
business addresses and their principal occupations and certain other
affiliations during the past five years are listed below. Each of the persons
listed below is an employee of an entity that provides services to the
Portfolios. An asterisk appears before the name of each director who is an
"interested person" of the Company, as defined in the 1940 Act.

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<PAGE>

NAME , ADDRESS & AGE POSITION HELD WITH COMPANY PRINCIPAL OCCUPATIONS DURING PAST 5
- -------------------- -------------------------- -----------------------------------
YEARS AND OTHER AFFILIATIONS
----------------------------
<S> <C> <C>
*Nicki Bair Director , Chief Financial Officer, Vice President, Transamerica Life
Transamerica Center and Chief Accounting Officer Insurance and Annuity ("TALIAC")
1150 South Olive since 1991 and Vice President,
Los Angeles, CA 90015 Transamerica Occidental Life
Age 39 Insurance Company ("TOLIC") since
April 1992. Formerly Division
Manager for Pension Pricing and
Asset Liability Management, TALIAC
and TOLIC.

*Reid Evers Director and Secretary Second Vice President & Assistant
Transamerica Center General Counsel, TOLIC and
1150 South Olive TALIAC.
Los Angeles, CA 90015
Age 44

*Christopher Shaw Director Second Vice President & Compliance
Transamerica Center Officer, Transamerica Securities Sales
1150 South Olive Corporation since March 1995.
Los Angeles, CA 90015 Formerly Department Manager,
Age 48 Group Pension Implementation,
TALIAC since 1984.

*Nooruddin Veerjee Director, President President, TALIAC and President -
Transamerica Center and Chief Executive Officer Group Pension Division, TOLIC,
1150 South Olive since December 1993. Formerly, Sr.
Los Angeles, CA 90015 Vice President-Group Pension Line,
Age 36 TOLIC, April 1992-December 1993;
Vice President - Office of the
Chairman, TOLIC, April 1990-April
1992; Vice President Subline
Manager - Pension Financial &
Products, TALIAC, March 1985 -
April 1990.

*Monica Weekes Director Vice President - Marketing, TALIAC,
Transamerica Center since September 1993. Formerly,
1150 South Olive Director, Blue Cross of California,
Los Angeles, CA 90015 January 1989 to September 1993;
Age 34 previously, various positions with
John Hancock Mutual Life Insurance
Company.
</TABLE>

No officer, director or employee of Transamerica Investment Services, Inc.
or Transamerica Occidental Life Insurance Company or any of their affiliates
receives any compensation from the Company for acting as a director or officer
of the Company. Each director of the Company who is not an "interested person"
of the Company receives an annual fee of $____________ and $ _______ for each
meeting of the Company's Board attended and is reimbursed for expenses incurred
in connection with such attendance.

Following is a table of the compensation expected to be paid to all
directors and to all officers and affiliated persons of the Company receiving
more than $60,000 from the Company during the next fiscal year.

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<PAGE>

<TABLE>
<CAPTION>
Compensa- Pension Estimated Annual Total Compensation
Name tion Paid Benefits Benefits at Retirement All Related Funds
- ------------------------------------------------------------------------------------

[insert all non-affiliated directors with pre-effective amendment]
<S> <C> <C> <C> <C>
</TABLE>

INVESTMENT ADVISORY AND OTHER SERVICES

INVESTMENT ADVISER AND ADMINISTRATOR Responsibility for the management and
supervision of the Company and its Portfolios rests with the Board of Directors
of Transamerica Investors, Inc. (the "Board").

The Portfolios' investment adviser is Transamerica Investment Services,
Inc. (the "Investment Adviser"), 550 N. Brand, Glendale, California 91203. The
Investment Adviser will: (1) supervise and manage the investments of each
Portfolio and direct the purchase and sale of its investment securities; and (2)
see that investments follow the investment objectives and comply with government
regulations. The Investment Adviser is also responsible for the selection of
brokers and dealers to execute transactions for each Portfolio. Some of these
brokers or dealers may be affiliated persons of the Company, the Investment
Adviser, Administrator, or the Distributor. Since it is our policy to seek the
best price and execution for each transaction, the Investment Adviser may give
consideration to brokers and dealers who provide us with statistical information
and other services in addition to transaction services. For its services to the
Portfolios, the Investment Adviser receives an Adviser Fee. This fee is based on
an annual percentage of the average daily net assets of each Portfolio. It is
accrued daily, and paid monthly.

The Portfolios' administrator is Transamerica Occidental Life Insurance
Company (the "Administrator"), 1150 S. Olive Street, Los Angeles, California
90015. The Administrator will: (1) provide the Portfolios with administrative
and clerical services, including the maintenance of the Portfolios' books and
records; (2) arrange periodic updating of the Portfolios' prospectus and any
supplements; (3) provide proxy materials and reports to Portfolio shareholders
and the Securities and Exchange Commission; and (4) provide the Portfolios with
adequate office space and all necessary office equipment and services. The
Administrator also provides services for the registration of Portfolio shares
with those states and other jurisdictions where its shares are offered or sold.

The Investment Adviser and the Administrator are subject to the direction
of the Board.

23
<PAGE>

wholly owned subsidiaries of Transamerica Corporation, 600 Montgomery Street,
San Francisco, California 94111, one of the nation's largest financial services
companies.

CUSTODIAN AND TRANSFER AGENT State Street Bank and Trust Company ("State
Street"), located at 225 Franklin Street, Boston, Massachusetts 02101, serves as
custodian of the Portfolios' investments. Under its custodian contract with the
Company, State Street is authorized to appoint one or more banking institutions
as subcustodians of assets owned by each Portfolio. For its custody services,
State Street receives monthly fees charged to the Portfolios based upon the
month-end, aggregate net asset value of the Portfolios, plus certain charges for
securities transactions. The assets of the Company are held under bank
custodianship in accordance with the 1940 Act.

Under a Transfer Agency Agreement, Boston Financial Data Services ("BFDS"),
Two Heritage Drive, Quincy, Massachusetts 02171, is responsible for processing
redemption requests and crediting dividends to the accounts of shareholders of
the Portfolios.

DISTRIBUTION OF SHARES OF THE PORTFOLIOS Transamerica Securities Sales
Corporation ("TSSC") serves as the principal underwriter of shares of the
Portfolios, which are continuously distributed. Transamerica Financial
Resources, Inc. ("TFR") will also distribute shares of the Portfolios pursuant
to a selling agreement with TSSC. Both TSSC and TFR are wholly-owned
subsidiaries of Transamerica Insurance Corporation of California, which is a
wholly-owned subsidiary of Transamerica Corporation, are registered with the
Securities and Exchange Commission as broker/dealers, and are members of the
National Association of Securities Dealers, Inc. TSSC may also enter into
arrangements whereby Portfolio shares may be sold by other broker/dealers, which
may or may not be affiliated with TFR or TSSC.

The Company has adopted a plan of distribution pursuant to Rule 12b-1 (the
"Plan") under the Investment Company Act of 1940, as amended (the "1940 Act").
Under the Plan, each Portfolio makes payments daily to TSSC based on an annual
percentage of the average net value of the assets represented by each class of
shares.

For the Investor Shares class, there is an annual 12b-1 distribution fee of
.25% of the average daily net assets of the Investor shares of each Portfolio,
except the Transamerica Premier Equity Index and Cash Reserve Portfolios. The
distribution fee for the Equity Index and Cash Reserve Portfolios is .15%. This
fee covers such expenses as preparation, printing and mailing of the Prospectus
and Statement of Additional Information, as well as sales literature and other
media advertising, and related expenses. It can also be used to compensate sales
personnel involved with selling the Portfolios.

The 12b-1 fees for Adviser Shares are higher than Investor Shares because
the distribution fee for the Adviser Shares covers compensation to registered

24
<PAGE>

representatives and other sales personnel involved with selling Adviser Shares,
as well as preparation, printing and mailing of the Prospectus, Statement of
Additional Information, sales literature, other media advertising, and related
expenses. Also, a service fee is charged on Adviser Shares. The service fee
compensates sales people for ongoing shareholder information and advice, and
office expenses such as rent, communications equipment, employee salaries, and
other overhead costs.

From time to time, and for one or more Portfolios within each class of
Shares, the Board may reduce or waive any of these fees at its discretion. All
or any portion of these fees may be paid by the Investment Adviser for the
Company, at the discretion of the Investment Adviser.

REDEMPTION OF SHARES

Detailed information on how to redeem shares of a Portfolio is included in
the Prospectus. The right of redemption of shares of a Portfolio may be
suspended or the date of payment postponed (1) for any periods during which the
New York Stock Exchange is closed (other than for customary weekend and holiday
closings), (2) when trading in the markets the Portfolio normally utilizes is
restricted, or an emergency, as defined by the rules and regulations of the SEC,
exists, making disposal of a Portfolio's investments or determination of its net
asset value not reasonably practicable, or (3) for such other periods as the
Securities and Exchange Commission by order may permit for the protection of the
Portfolio's shareholders. A shareholder who pays for Portfolio shares by
personal check will receive the proceeds of a redemption of those shares when
the purchase check has been collected, which may take up to 10 days or more.
Shareholders who anticipate the need for more immediate access to their
investment should purchase shares with Federal funds or bank wire or by a
certified or cashier's check.

REDEMPTIONS IN EXCESS OF $250,000 If you request a redemption of up to
$250,000, the amount will be paid in cash. If you redeem more than $250,000
from any one account in any one Portfolio in a 90-day period, the entire
redemption will be paid in cash if you provide Transamerica with an
unconditional instruction to redeem at least 30 days prior to the date on which
the redemption transaction is to occur. The instruction must specify the dollar
amount or number of shares to be redeemed and the date of the transaction. The
date must be a minimum of 30 days after receipt of the instruction by
Transamerica. If you have authorized Transamerica to accept such instructions,
your instruction may be by telephone or in writing without a signature
guarantee. If you have not done so, the instruction must be in writing with all
signatures guaranteed. Your shares will be redeemed at the price determined on
the date you specify in your instruction and the proceeds will be sent by mail,
wire or electronic funds transfer in accordance with the procedures under
"Redemption Proceeds," page __.

Receipt of your instruction to redeem 30 days prior to the transaction
provides the Portfolio with sufficient time to raise the cash in an orderly
manner to pay the redemption and thereby minimizes the effect of the redemption
on the Portfolio and its shareholders.

You may cancel your redemption instruction prior to the transaction date.
However, if you do so, Transamerica may not accept an instruction from you to

25
<PAGE>

redeem in accordance with this alternative for a period of 90 days from the date
of cancellation.

If you do not provide your instruction to redeem 30 days prior to the
transaction, Transamerica offers you two alternatives:

(1) You may redeem up to $250,000 in cash the first day, and the remainder
over the next 20 business days at the rate of not less than $50,000 or
more than $500,000 per day (and such lesser amount on the last day to
redeem all the shares remaining), but not more than $10 million total.
The redemption each day will be at the price determined that day. For
example, a request to redeem $525,000, or a number of shares worth
$525,000, will be effective at $250,000 on the first day, and $50,000
per day for the next five business days, and $25,000 on the last day.
A request to redeem $11 million would be effective at $250,000 the
first day and $500,000 per day for the next 20 business days ($10.25
million total) and the remaining $750,000 to be redeemed by the
delivery of securities (see page __).

Since the price is determined not on the date the redemption request
is received, but instead on succeeding business days when the
redemption is effected, the number of shares redeemed will vary from
day to day. The total you will receive over the entire period may be
more or less than the amount that you would have received had the
redemption been effected on the day your redemption request was
received. In the first example above, falling per-share prices could
cause the value of the shares on the last day to be less than $25,000,
and the redemption on the last day would be only of the shares left in
the account.

(2) In lieu of receiving cash as described earlier, you may elect to
receive securities from Transamerica's fund. The securities delivered
will be selected at the sole discretion of Transamerica. They will be
readily marketable with an active and substantial secondary market
given the type of companies involved and the characteristics of the
markets in which they trade, but will not necessarily be
representative of the entire fund, and will be securities that
Transamerica may regard as least desirable. You may incur brokerage
costs in converting the securities to cash.

The method of valuing securities used to make the redemptions will be
the same as the method of valuing securities described under "How
Share Price is Determined," page __, and such valuation will be made
as of the same time the redemption price is determined.

These alternatives are designed to lessen the adverse effect of large
redemptions on the Portfolio and its non-redeeming shareholders. For example,
assume that a shareholder redeems $1 million on a given day and that the
Portfolio pays him $250,000 in cash and is required to sell securities for
$750,000 to raise the remainder of the cash to pay him. The securities valued
at $750,000 on the day of the redemption may bring a lower price when sold
thereafter, so that more securities may be sold to realize $750,000. In that
case, the redeeming shareholder's proceeds would be fixed at $750,000 and the
market risk would be imposed on the Portfolio and its remaining shareholders,
who would suffer the loss. By delivering securities instead of

26
<PAGE>

cash or staggering the payment of cash, the market risk is imposed on the
redeeming shareholder. If securities are delivered, the redeeming shareholder
(and not the Portfolio) bears the brokerage cost of selling them.

EXCHANGE PRIVILEGE

The exchange privilege described in the Prospectus enables a shareholder of
a Portfolio to acquire the same class of shares in a Portfolio having a
different investment objective and policies when the shareholder believes that a
shift between Portfolios is an appropriate investment decision. Upon receipt of
proper instructions and all necessary supporting documents, shares submitted for
exchange are redeemed at the then-current net asset value and the proceeds are
immediately invested in shares of the Portfolio being acquired. The Company
reserves the right to reject any exchange request.

TELEPHONE TRANSACTIONS

The Company and its Transfer Agent will employ reasonable procedures such
as requiring certain identifying information from the caller, tape recording the
telephone instructions, and providing written confirmation of the transaction to
confirm that the instructions communicated by telephone are genuine. All
telephone instructions reasonably believed by the Transfer Agent to be genuine
will be the shareholder's responsibility, including losses arising from any
errors in the communication of instructions. As a result of this policy, the
shareholder will bear the risk of loss. If the Company or its Transfer Agent do
not employ reasonable procedures to confirm that instructions communicated by
telephone are genuine, they may be liable for any losses due to unauthorized or
fraudulent transactions.

BROKERAGE ALLOCATION

Subject to the direction of the Board, the Investment Adviser has
responsibility for making a Portfolio's investment decisions, for effecting the
execution of trades for a Portfolio and for negotiating any brokerage
commissions thereon. It is the Investment Adviser's policy to obtain the best
price and execution available, giving attention to net price (including
commissions where applicable), execution capability (including the adequacy of a
firm's capital position), and other services related to execution; the relative
priority given to these factors will depend on all of the circumstances
regarding a specific trade.

The Investment Adviser receives a variety of brokerage and research
services from brokerage firms in return for the execution by such brokerage
firms of trades on behalf of the Portfolios. These brokerage and research
services include, but are not limited to, quantitative and qualitative research
information and purchase and sale recommendations regarding securities and
industries, analyses and reports covering a

27
<PAGE>

broad range of economic factors and trends, statistical data relating to the
strategy and performance of the Portfolios and other investment companies,
services related to the execution of trades in a Portfolio's securities and
advice as to the valuation of securities. The Investment Adviser considers the
quantity and quality of such brokerage and research services provided by a
brokerage firm along with the nature and difficulty of the specific transaction
in negotiating commissions for trades in a Portfolio's securities and may pay
higher commission rates than the lowest available when it is reasonable to do so
in light of the value of the brokerage and research services received generally
or in connection with a particular transaction.

Consistent with federal legislation, the Investment Adviser may obtain such
brokerage and research services regardless of whether they are paid for (1) by
means of commissions, or (2) by means of separate, non-commission payments. The
Investment Adviser's judgment as to whether and how it will obtain the specific
brokerage and research services will be based upon its analysis of the quality
of such services and the cost (depending upon the various methods of payment
which may be offered by brokerage firms) and will reflect the Investment
Adviser's opinion as to which services and which means of payment are in the
long-term best interests of the Portfolios. The Investment Adviser will not
effect any brokerage transactions in the Portfolios' securities with any
affiliate of the Company, the Investment Adviser, or the Administrator except in
accordance with applicable SEC rules.

Certain executive officers of the Investment Adviser also have supervisory
responsibility with respect to the securities of the Investment Adviser's own
accounts. In placing orders for the purchase and sale of debt securities for a
Portfolio, the Investment Adviser will normally use its own facilities. A
Portfolio and another fund or another advisory client of the Investment Adviser,
or the Investment Adviser itself, may desire to buy or sell the name publicly
traded security at or about the same time. In such a case, the purchases or
sales will normally be allocated as nearly as practicable on a pro rata basis in
proportion to the amounts to be purchased or sold by each. In determining the
amounts to be purchased and sold, the main factors to be considered are the
respective investment objectives of a Portfolio and the other funds, the
relative size of holdings of the same or comparable securities, availability of
cash for investment by a Portfolio and the other funds, and the size of their
respective investment commitments.

DETERMINATION OF NET ASSET VALUE

Under the 1940 Act, the Board is responsible for determining in good faith
the fair value of securities of each Portfolio, and each class of each
Portfolio. In accordance with procedures adopted by the Board, the net asset
value per share is calculated by determining the net worth of each Portfolio
(assets, including securities at market value, minus liabilities) divided by the
number of that Portfolio's outstanding shares. All securities are valued as of
the close of regular trading on the New York Stock Exchange (normally 4:00 p.m.
New York time). Except for the Transamerica Premier Cash Reserve Portfolio,
each Portfolio will compute its net asset value once daily at the close of such
trading on each day that the New York Stock Exchange is open for business (as
described in the Prospectus). The Transamerica Premier Cash Reserve Portfolio
will determine its net asset value only on days that the Federal Reserve is
open.

28
<PAGE>

In the event that the New York Stock Exchange, the Federal Reserve, or the
national securities exchange on which stock options are traded adopt different
trading hours on either a permanent or temporary basis, the Board will
reconsider the time at which net asset value is computed. In addition, the
Portfolios may compute their net asset value as of any time permitted pursuant
to any exemption, order or statement of the SEC or its staff.

Assets of the Portfolios (other than the Transamerica Premier Cash Reserve
Portfolio) are valued as follows:

(a) securities and other investments listed on any U.S. or foreign stock
exchange or the National Association of Securities Dealers Automated
Quotation System ("NASDAQ") are valued at the last sale price on that
exchange or NASDAQ on the valuation day; if no sale occurs, securities
traded on a U.S. exchange or NASDAQ are valued at the mean between the
closing bid and closing asked prices and securities traded on a
foreign exchange will be valued at the official bid price (the last
sale price and official bid price for securities traded principally on
a foreign exchange will be determined as of the close of the London
Foreign Exchange);
(b) over-the-counter securities not quoted on NASDAQ are valued at the
last sale price on the valuation day or, if no sale occurs, at the
mean between the last bid and asked prices;
(c) debt securities with a remaining maturity of 61 days or more are
valued on the basis of dealer-supplied quotations or by a pricing
service selected by the Investment Adviser and approved by the Board
if those prices are deemed by the Investment Adviser to be
representative of market values at the close of business of the New
York Stock Exchange;
(d) options and futures contracts are valued at the last sale price on the
market where any such option or futures contracts is principally
traded;
(e) over-the-counter options are valued based upon prices provided market
makers in such securities or dealers in such currencies.
(f) forward foreign currency exchange contracts are valued based upon
quotations supplied by dealers in such contracts;
(g) all other securities and other assets, including those for which a
pricing service supplies no quotations or quotations are not deemed by
the Investment Adviser to be representative of market values, but
excluding debt securities with remaining maturities of 60 days or
less, are valued at fair value as determined in good faith pursuant to
procedures established by the Board; and
(h) debt securities with a remaining maturity of 60 days or less will be
valued at their amortized cost, which approximates market value.

Portfolio securities traded on more than one U.S. national securities
exchange or foreign securities exchange are valued at the last sale price on
each business day at the close of the exchange representing the principal market
for such securities. The value of all assets and liabilities expressed in
foreign currencies will be converted into U.S. dollar values at the mean between
the buying and selling rates of such currencies against U.S. dollars last quoted
by any major bank. If such quotations are not available, the rate of exchange
will be determined in good faith by or under procedures established by the
Board.

Trading in securities on European and Far Eastern securities exchanges and
on

29
<PAGE>

over-the-counter markets is normally completed well before the close of
business on each business day. In addition, European or Far Eastern securities
trading generally or in a particular country or countries may not take place on
all business days. Furthermore, trading takes place in Japanese markets on
certain Saturdays and in various foreign markets on days which are not business
days for the Company and days on which the Portfolios' net asset value is not
calculated. Such calculation does not take place contemporaneously with the
determination of the prices of the majority of the securities used in such
calculation. Events affecting the values of securities that occur between the
time their prices are determined and the close of regular trading on the New
York Stock Exchange will not be reflected in a Portfolio's calculation of net
asset values unless the Investment Adviser deems that the particular event would
materially affect net asset value, in which case an adjustment will be made.

All of the assets of the Transamerica Premier Cash Reserve Portfolio are
valued on the basis of amortized cost in an effort to maintain a constant net
asset value of per share $1.00. The Board has determined that to be in the best
interests of the Transamerica Premier Cash Reserve Portfolio and its
shareholders. Under the amortized cost method of valuation, securities are
valued at cost on the date of their acquisition, and thereafter a constant
accretion of any discount or amortization of any premium to maturity is assumed,
regardless of the impact of fluctuating interest rates on the market value of
the security. While this method provides certainty in valuation, it may result
in periods in which value as determined by amortized cost is higher or lower
than the price the Portfolio would receive if it sold the security. During such
periods, the quoted yield to investors may differ somewhat from that obtained by
a similar fund which uses available market quotations to value all of its
securities.

The Board has established procedures reasonably designed, taking into
account current market conditions and the Transamerica Premier Cash Reserve
Portfolio's investment objective, to stabilize the net asset value per share for
purposes of sales and redemptions at $1.00. These procedures include review by
the Board, at such intervals as it deems appropriate, to determine the extent,
if any, to which the net asset value per share calculated by using available
market quotations deviates from $1.00 per share. In the event such deviation
should exceed one half of one percent, the Board will promptly consider
initiating corrective action. If the Board believes that the extent of any
deviation from a $1.00 amortized cost price per share may result in material
dilution or other unfair results to new or existing shareholders, it will take
such steps as it considers appropriate to eliminate or reduce these consequences
to the extent reasonably practicable. Such steps may include: selling
securities prior to maturity; shortening the average maturity of the fund;
withholding or reducing dividends; or utilizing a net asset value per share
determined from available market quotations. Even if these steps were taken,
the Transamerica Premier Cash Reserve Portfolio's net asset value might still
decline.

PERFORMANCE INFORMATION

Performance information for the Portfolios including the yield and
effective yield of the Transamerica Premier Cash Reserve Portfolio, the yield of
the remaining Portfolios, and the total return of all Portfolios, may appear in
reports or promotional literature to current or prospective shareholders.

30
<PAGE>

MONEY MARKET PORTFOLIO YIELDS Current yield for the Transamerica Premier Cash
Reserve Portfolio will be computed by determining the net change, exclusive of
capital changes at the beginning of a seven-day period in the value of a
hypothetical investment, subtracting any deductions from shareholder accounts,
and dividing the difference by the value of the hypothetical investment at the
beginning of the base period to obtain the base period return. This base period
return is then multiplied by (365/7) with the resulting yield figure carried to
at least the nearest hundredth of one percent.

Calculation of "effective yield" begins with the same "base period return"
used in the calculation of yield, which is then annualized to reflect weekly
compounding pursuant to the following formula:

Effective Yield = [(Base Period Return + 1) /365/7/] - 1

30-DAY YIELD FOR NON-MONEY MARKET PORTFOLIOS Quotations of yield for the
remaining Portfolios will be based on all investment income per share earned
during a particular 30-day period, less expenses accrued during the period ("net
investment income"), and will be computed by dividing net investment income by
the value of a share on the last day of the period, according to the following
formula:

Yield = 2[({[a-b]/cd} + 1) /6/ - 1]

Where:

a = dividends and interest earned during the period
b = the expenses accrued for the period (net of reimbursements)
c = the average daily number of shares outstanding during the period
d = the maximum offering price per share on the last day of the period

AVERAGE ANNUAL TOTAL RETURN FOR NON-MONEY MARKET PORTFOLIOS Quotations of
average annual total return for any Portfolio will be expressed in terms of the
average annual compounded rate of return of a hypothetical investment in a
Portfolio over a period of one, five and ten years (or, if less, up to the life
of the Portfolio), calculated pursuant to the formula:

P(1 + T) /n/ = ERV

Where:

P = a hypothetical initial payment of $1,000
T = an average annual total return
n = the number years

ERV= the ending redeemable value of a hypothetical $1,000 payment made at
the beginning of the 1, 5, or 10 year period at the end of the 1, 5, 10 year
period (or fractional portion thereof)

Any performance data quoted for a Portfolio will represent historical
performance and the investment return and principal value of an investment will
fluctuate so that an investor's shares, when redeemed, may be worth more or less
than

31
<PAGE>

original cost.

PUBLISHED PERFORMANCE From time to time the Company may publish, or provide
telephonically, an indication of the Portfolios' past performance as measured by
independent sources such as (but not limited to) Lipper Analytical Services,
Incorporated, Weisenberger Investment Companies Service, Donoghue's Money Fund
Report, Barron's, Business Week, Changing Times, Financial World, Forbes,
Fortune, Money, Personal Investor, Sylvia Porter's Personal Finance and The Wall
Street Journal. The Company may also advertise information which has been
provided to the NASD for publication in regional and local newspapers.

In addition, the Company may from time to time advertise its performance
relative to certain indexes and benchmark investments, including:

. the Lipper Analytical Services, Inc. Mutual Fund Performance Analysis,
Fixed-Income Analysis and Mutual Fund Indexes (which measure total
return and average current yield for the mutual fund industry and rank
mutual fund performance);

. the CDA Mutual Fund Report published by CDA Investment Technologies,
Inc. (which analyzes price, risk and various measures of return for
the mutual fund industry);
. the Consumer Price Index published by the U.S. Bureau of Labor
Statistics (which measures changes in the price of goods and
services);
. Stocks, Bonds, Bills and Inflation published by Ibbotson Associates
(which provides historical performance figures for stocks, government
securities and inflation);
. the Hambrecht & Quist Growth Stock Index;
. the NASDAQ OTC Composite Prime Return;
. the Russell Midcap Index;
. the Russell 2000 Index;
. the ValueLine Composite;
. the Wilshire 4500 Index;
. the Salomon Brothers World Bond Index (which measures the total return
in U.S. dollar terms of government bonds, Eurobonds and foreign bonds
of ten countries, with all such bonds having a minimum maturity of
five years);
. the Shearson Lehman Brothers Aggregate Bond Index or its component
indexes (the Aggregate Bond Index measures the performance of
Treasury, U.S. Government agencies, mortgage and Yankee bonds);
. the S&P Bond indexes (which measure yield and price of corporate,
municipal and U.S. Government bonds);
. the J.P. Morgan Global Government Bond Index;

32
<PAGE>

. Donoghue's Money Market averages of 7-day free and U.S. Fund Report
(which annualized and Government money provides industry compounded
yields of market funds);
. historical investment Goldman Sachs, Lehman Stanley (including
Donaldson Lufkin and data supplied by the Brothers, First Boston
EAFE), Salomon Jenrette or other research departments of Corporation,
Morgan Brothers, Merrill Lynch, providers of such data;

. the FT-Actuaries Europe and Pacific Index;
. mutual fund performance Variable Annuity Institute, the Financial, and
Value indexes published by Research & Data Service, Investment Company
Line Mutual Fund Morningstar, Inc., the Investment Company Data, Inc.,
Media General Survey; and
. financial industry analytical surveys, such as Piper Universe.

The composition of the investments in such indexes and the characteristics
of such benchmark investments are not identical to, and in some cases are very
different from, those of a Portfolio. These indexes and averages are generally
unmanaged and the items included in the calculations of such indexes and
averages may be different from those of the equations used by the Company to
calculate a Portfolio's performance figures.

The Portfolios may also from time to time include in such advertising a
total return figure that is not calculated according to the formula set forth
above in order to compare more accurately the performance of a Portfolio with
other measures of investment return. For example, unmanaged indexes may assume
the reinvestment of dividends but generally do not reflect deductions for
administrative and management costs and expenses.

The Company may from time to time summarize the substance of discussions
contained in shareholder reports in advertisements and publish the Investment
Adviser's views as to markets, the rationale for a Portfolio's investments, and
discussions of the Portfolio's current asset allocation.

From time to time, advertisements or information may include a discussion
of certain attributes or benefits to be derived by an investment in a particular
Portfolio. Such advertisements or information may include symbols, headlines or
other material which highlight or summarize the information discussed in more
detail in the communication.

Such performance data will be based on historical results and will not be
intended to indicate future performance. The total return or yield of a
Portfolio will vary based on market conditions, expenses, investments, and other
factors. The value of a Portfolio's shares will fluctuate and an investor's
shares may be worth more or less than their original cost upon redemption. The
Company may also, at its discretion, from time to time make a list of a
Portfolio's holdings available to investors upon request.

33
<PAGE>

TAXES

Each Fund intends to qualify and to continue to qualify as a regulated
investment company ("RIC") under the Internal Revenue Code of 1986, as amended
(the "Code"). The "Distribution Requirement," in order to qualify for that
treatment, is that each Fund must distribute to its shareholders for each
taxable year at least 90% of its investment company taxable income, consisting
generally of net investment income, net short-term capital gain, and net gains
from certain foreign currency transactions. The Company must also meet the
following additional requirements: (1) The Fund must derive at least 90% of its
gross income each taxable year from dividends, interest, payments with respect
to securities loans, and gains from the sale or other disposition of securities
or foreign currencies, or other income (including gains from options, futures,
or forward contracts) derived with respect to its business of investing in
securities or those currencies ("Income Requirement"); (2) The Fund must derive
less than 30% of its gross income each taxable year from the sales or other
disposition of securities, or any of the following, that were held for less than
three months - options, futures, or forward contracts (other than those on
foreign currencies), or foreign currencies (or options, futures, or forwards
thereon) that are not directly related to the Fund's principal business of
investing in securities (or options and futures with respect thereto) ("Short-
Short Limitation"); (3) At the close of each quarter of the Fund's taxable
year, at least 50% of the value of its total assets must be represented by cash
and cash items, U.S. Government securities, securities of other RIC's, and other
securities that, with respect to any one issuer, to not exceed 5% of the value
of the Fund's total assets and that do not represent more than 10% of the
outstanding voting securities of the issuer; and (4) At the close of each
quarter of the Fund's taxable year, not more than 25% of the value of its total
assets may be invested in securities (other than U.S. Government securities or
the securities of other RIC's) of any one issuer.

Each Fund will subject to a nondeductible 4% excise tax on amounts not
distributed to shareholders on a timely basis. The Fund intends to make
sufficient distributions to avoid this 4% excise tax.

Dividends and interest received by each Fund may be subject to income,
withholding, or other taxes imposed by foreign countries and U.S. possessions
that would reduce the yield on its securities. Tax conventions between certain
countries and the United States may reduce or eliminate these foreign taxes,
however, and foreign countries generally do not impose taxes on capital gains in
respect of investment by foreign investors.

34
<PAGE>

Certain of the Funds may invest in the stock of "passive foreign investment
companies" ("PFIC's"). A PFIC is a foreign corporation that, in general, meets
either of the following tests: (1) At least 75% of its gross income is passive;
or (2) An average of at least 50% of its assets produce, or are held for the
production of, passive income. Under certain circumstances, the Fund would be
subject to Federal income tax on a portion of any "excess distribution" received
on the stock of a PFIC or of any gain on disposition of that stock (collectively
"PFIC income"), plus interest thereon, even if the Fund distributes the PFIC
income as a taxable dividend to its shareholders. The balance of the PFIC income
would be included in the Fund's investment company taxable income, and
accordingly, will not be taxable to it to the extent that income is distributed
to its shareholders. If the Fund invests in a PFIC and elects to treat the PFIC
as a "qualified electing fund," then in lieu of the foregoing tax and interest
obligation, that Fund will be required to include income each year to its pro
rata share of the qualified electing fund's annual ordinary earnings and net
capital gain (the excess of net long-term capital gain over net short-term
capital loss), even of they are not distributed to the Fund; those amounts would
be subject to the Distribution Requirement. The ability of a Fund to make this
election may be limited.

The use of hedging strategies, such as writing (selling) and purchasing
options and futures contracts and entering into forward contracts, involves
complex rules that will determine for income tax purposes the character and
timing of recognition of the income received in connection therewith by a Fund.
Income from the disposition of foreign currencies (except certain gains
therefrom that may be excluded by future regulations), and income from
transactions in options, futures, and forward contracts derived by a Fund with
respect to its business of investing in securities or foreign currencies, will
qualify as permissible income under the Income Requirement. However, income from
the disposition of options and futures contract (other than those on foreign
currencies) will be subject to the Short-Short Limitation if they are held for
less than three months. Income from the disposition of foreign currencies, and
options, futures, and forward contracts on foreign currencies, that are not
directly related to a Fund's principal business of investing in securities (or
options and futures with respect thereto) also will be subject to the Short-
Short Limitation if they are held for less than three months.

If a Fund satisfies certain requirements, any increase in value on a
position that is part of a "designated hedge" will be offset by any decrease in
value (whether realized or not) of the offsetting hedging position during the
period of the hedge for purposes of determining whether that Fund satisfies the
Short-Short Limitation. Thus, only the net gain (if any) from the designated
hedge will be included in gross income for purposes of that limitation. Each
Fund intends that, when it engages in hedging transactions, it will qualify for
this treatment, but it is not clear whether this treatment will be available for
all of the Fund's hedging transactions. To the extent this treatment is not
available, a Fund may be forced to defer the closing out of certain options and
futures contracts beyond the time when it otherwise would be advantageous to do
so, in order for the Fund to qualify as a RIC.

We have sought a ruling from the Internal Revenue Service to the effect
that the payment of different amounts as dividends with respect to the Investor
and Adviser shares by reason of differences in their respective distribution
expenses does not result in the treatment of dividends or distributions of the
Fund as "preferential dividends" under the Internal Revenue Code of 1986, as
amended, and thus will not adversely affect the Fund's tax status as a regulated
investment company. There can be no assurance that such a ruling will be
obtained.

35
<PAGE>

The foregoing is only a general summary of some of the important Federal
income tax considerations generally affecting the Funds and their shareholders.
No attempt is made to present a complete explanation of the Federal tax
treatment of the Funds' activities. Potential investors are urged to consult
their own tax advisers for more detailed information and for information
regarding any applicable state, local, or foreign taxes.

OTHER INFORMATION

LEGAL MATTERS Legal advice relating to certain matters under the federal and
state securities laws applicable to the issue and sale of shares of the
Portfolios has been provided by Sutherland, Asbill & Brennan, Washington, D.C.

INDEPENDENT ACCOUNTANTS _________________, ______________________, serves as
the Company's independent accountants. [language from accounting firm will be
added with pre-effective amendment]

OTHER INFORMATION A Registration Statement has been filed with the Securities
and Exchange Commission, under the Securities Act of 1933 as amended, with
respect to the Company and the shares of the Portfolios discussed in this
Statement of Additional Information. Not all of the information set forth in
the Registration Statement, amendments and exhibits thereto has been included in
the Prospectus or this Statement of Additional Information. Statements
contained herein concerning the contents of certain other legal instruments are
intended to be summaries. For a complete statement of the terms of these
documents, reference should be made to the instruments filed with the
Commission.

FINANCIAL STATEMENTS
[to be provided with pre-effective amendment]

36
<PAGE>

PART C

OTHER INFORMATION
<PAGE>

PART C

OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements

All required financial statements are included in Parts A or B of this
Registration Statement.

(b) Exhibits

(1) Articles of Incorporation of Transamerica Investors, Inc.

(2) Bylaws of Transamerica Investors, Inc.

(3) Not Applicable.

(4) Not Applicable.

(5) (a) Investment Advisory Agreement between Transamerica Investors,
Inc. and Transamerica Investment Services, Inc.(1)

(b) Administrator Agreement between Transamerica Investment
Services, Inc. and Transamerica Occidental Life Insurance
Company.(1)

(6) (a) Form of Underwriting Agreement between Transamerica Investors,
Inc. and Transamerica Securities Sales Corporation ("TSSC").(1)

(b) Form of Selling Agreement between TSSC and Transamerica
Financial Resources, Inc.(1)

(7) Not Applicable.

(8) Custodial Agreement between Transamerica Investors, Inc. and State
Street Bank and Trust Company.(1)

(9) Transfer Agency Agreement between Transamerica Investors, Inc. and
Boston Financial Data Services.(1)

[OTHER SREVICE CONTRACTS]

C-1
<PAGE>

(10) Opinion and Consent of Counsel.(1)

(11) Auditor's Consent.(1)

(12) No financial statements are omitted from Item 23.

(13) Seed money agreement.(1)

(14) [MODEL PENSION PLANS -- UNDER CONSIDERATION]

(15) (a) Form of Plan of Distribution Pursuant to Rule 12b-1.(1)

(b) Form of Distribution Agreement Pursuant to Rule 12b-1 between
Transamerica Investors, Inc. and Transamerica Securities Sales
Corporation.(1)

(16) Performance Data Calculations.(1)

(17) Power of Attorney.(1)

(18) (a) Form of Multi-Class Distribution Plan Pursuant to Rule 18f-3.(1)

(b) Form of Multi-Class Distribution Agreement Pursuant to Rule
18f-3 between Transamerica Investors, Inc. and Transamerica
Securities Sales Corporation.(1)

(1) To be filed by pre-effective amendment.

ITEM 25. PERSON CONTROLLED BY OR UNDER COMMON CONTROL WITH THE REGISTRANT.

The Registrant, Transamerica Investors, Inc., is controlled by
Transamerica Occidental Life Insurance Company ("Transamerica Occidental"), a
wholly-owned subsidiary of Transamerica Insurance Corporation of California,
which, in turn is a wholly-owned subsidiary of Transamerica Corporation.

The following chart indicates the persons controlled by or under common
control with Transamerica Corporation:

C-2
<PAGE>

TRANSAMERICA CORPORATION AND SUBSIDIARIES
-----------------------------------------
WITH STATE OR COUNTRY OF INCORPORATION
--------------------------------------

Transamerica Corporation
- ------------------------

ARC Reinsurance Corporation - Hawaii

*Coast Service Company - California

*Inter-America Corporation - California

*Mortgage Corporation of America - California

Pyramid Insurance Company, Ltd. - Hawaii
Pacific Cable Ltd. - Bermuda
TC Cable, Inc. (25% ownership) - Delaware

River Thames Insurance Company Ltd. (51% ownership) - United Kingdom

RTI Holdings, Inc. - Delaware

*TCS Inc. - Delaware

Trans International Entities Inc. - Delaware

Transamerica Airlines, Inc. - Delaware

Transamerica Asset Management Group, Inc. - Delaware

Criterion Investment Management Company - Texas
Criterion Rogge Global Advisers, Inc. (50% ownership) - Texas

*Transamerica Corporation (Oregon) - Oregon

(S)Transamerica Delaware, L.P. - Delaware

Transamerica Finance Group, Inc. - Delaware
BWAC Twelve, Inc. - Delaware
Transamerica Insurance Finance Corporation - Maryland
Transamerica Insurance Finance Corporation, California -
California
Transamerica Insurance Finance Corporation, Canada -
Canada
Transamerica Insurance Finance Company (U.K.) - Maryland

C-3
<PAGE>

Transamerica Financial Services Finance Company - Delaware
(TFG owns 100% of common stock; TFC owns 100% of preferred stock)
Transamerica HomeFirst, Inc. - California
Transamerica Finance Corporation - Delaware
Arcadia General Insurance Company - Arizona
Arcadia National Life Insurance Company - Arizona
First Credit Corporation - Delaware
*Pacific Agency, Inc. - Indiana
Pacific Finance Loans - California
Pacific Service Escrow Inc. - Delaware
Transamerica Acceptance Corporation - Delaware
Transamerica Credit Corporation - Nevada
Transamerica Credit Corporation - Washington
Transamerica Financial Consumer Discount Company - Pennsylvania
Transamerica Financial Corporation - Nevada
Transamerica Financial Professional Services, Inc. - California
Transamerica Financial Services, Inc. - British Columbia
Transamerica Financial Services - California
NAB Services, Inc. - California
Transamerica Financial Services - Wyoming
Transamerica Financial Services Company - Ohio
Transamerica Financial Services, Inc. - Alabama
Transamerica Financial Services, Inc. - Arizona
Transamerica Financial Services, Inc. - Kansas
Transamerica Financial Services Inc. - Minnesota
Transamerica Financial Services, Inc. - New Jersey
Transamerica Financial Services, Inc. - Texas
Transamerica Financial Services (Inc.) - Oklahoma
Transamerica Financial Services of Dover, Inc. - Delaware
Transamerica Insurance Administrators, Inc. - Delaware
TELCO Holding Co., Inc. - Delaware
Transamerica Commercial Finance Corporation, I - Delaware
BWAC Credit Corporation - Delaware
BWAC International Corporation - Delaware
MRTO Holdings, Inc. - Delaware
Transamerica Business Credit Corporation - Delaware
Transamerica Inventory Finance Corporation - Delaware
Transamerica Commercial Finance Corporation - Delaware
TCF Asset Management Corporation - Colorado
BWAC Seventeen, Inc. - Delaware
Transamerica Commercial Finance Corporation, Canada -
Canada
TCF Asset Management Corporation, Canada - Canada
Macey (North) Limited - Ontario
TCF Commercial Leasing Corporation, Canada - Ontario

C-4
<PAGE>

Transamerica Commercial Finance Canada, Limited - Ontario
Transamerica Insurance Administrators, Inc. - Delaware
Arcadia National Life Insurance Company - Arizona
BWAC Twenty, Inc. - Delaware
Arcadia General Insurance Company - Arizona
Transamerica Commercial Finance France S.A. - France
BWAC Twenty-One, Inc. - Delaware
Transamerica Commercial Holdings Limited - United Kingdom
Transamerica Trailer Leasing Limited -
United Kingdom (51%)
Transamerica Commercial Finance Limited - United Kingdom
Transamerica GmbH Inc. - Delaware
Transamerica Financieringsmattschappij B.V. - Netherlands
*Transamerica Finanzierungs GmbH - Germany
(BWAC Twenty-One, Inc./Transamerica GmbH Inc.)
Transamerica Finanzierungs GmbH - Germany
Transamerica Rental Finance Corporation - Delaware
TA Leasing Holding Co., Inc. - Delaware
Transamerica Leasing Inc. - Delaware
Transamerica Leasing Holdings, Inc. - Delaware
Intermodal Equipment, Inc. - Delaware
Transamerica Leasing N.V. - Belgium
Transamerica Leasing Srl. - Italy
Transamerica Container Acquisition Corporation -
Delaware
Transamerica Container Acquisition II
Corporation - Delaware
Transamerica Distribution Services Inc. - Delaware
Transamerica Leasing Coordination Center - Belgium
Transamerica Leasing do Brasil S/C Ltda. - Brazil
Transamerica Leasing GmbH - Germany
Transamerica Leasing (HK) Ltd. - Hong Kong
Transamerica Leasing Limited - United Kingdom
ICS Terminals (U.K.) Limited - United Kingdom
Transamerica Leasing Pty. Ltd. - Australia
Transamerica Leasing (Canada) Inc. - Canada
Transamerica Tank Container Leasing Pty. Limited -
Australia
Transamerica Trailer Holdings I Inc. - Delaware
Transamerica Trailer Holdings II Inc. - Delaware
Transamerica Trailer Holdings III - Delaware
Transamerica Trailer Leasing AB - Sweden
Transamerica Trailer Leasing (Belgium) N.V. -
Belgium
Transamerica Trailer Leasing (Netherlands) B.V. -

C-5
<PAGE>

Netherlands
Transamerica Trailer Leasing A/S - Denmark
Transamerica Trailer Leasing GmbH - Germany
Transamerica Trailer Leasing S.A. - France
Transamerica Trailer Leasing S.p.A. - Italy
Transamerica Trailer Spain, S.A. - Spain
Transamerica Transport Inc. - New Jersey

*Transamerica Homes, Inc. - Delaware

Transamerica Information Management Services, Inc. - Delaware

Transamerica Insurance Corporation of California - California
Arbor Life Insurance Company - Arizona
Plaza Insurance Sales, Inc. - California
*Transamerica Advisors, Inc. - California
Transamerica Annuity Service Corporation - New Mexico
Transamerica Financial Resources, Inc. - Delaware
Financial Resources Insurance Agency of Texas, Inc. - Texas
TBK Insurance Agency of Ohio - Ohio
Transamerica Financial Resources Insurance Agency of Alabama, Inc. -
Alabama
Transamerica Financial Resources Insurance Agency of Massachusetts,
Inc. - Massachusetts
Transamerica Securities Sales Corporation - Maryland
Transamerica International Insurance Services, Inc. - Delaware
Home Loans & Finance Limited - United Kingdom
Transamerica Occidental Life Insurance Company - California
First Transamerica Life Insurance Company - New York
*NEF Investment Company - Delaware
Transamerica Life Insurance and Annuity Company - California
Transamerica Assurance Company - Colorado
Transamerica Occidental Life Insurance Company of Illinois
- Illinois
Transamerica Life Insurance Company of Canada - Canada
USA Administration Services, Inc. - Kansas
Transamerica Products, Inc. - California
Transamerica Leasing Ventures, Inc. - California
Transamerica Products I, Inc. - California
Transamerica Products II, Inc. - California
Transamerica Products IV, Inc. - California
Transamerica Service Company - Delaware

Transamerica International Holdings, Inc. - Delaware
TC Cable, Inc. (75% ownership)

C-6
<PAGE>

*Transamerica International Limited - Canada

Transamerica Investment Services, Inc. - Delaware

*Transamerica Land Capital, Inc. - California
*Bankers Mortgage Company of California - California

Transamerica Overseas Finance Corporation N.V. - Netherlands Antilles

.Transamerica Real Estate Tax Service
Transamerica Flood Hazard Certification - New Jersey

Transamerica Realty Services, Inc. - Delaware
*The Gilwell Company - California
Pyramid Investment Corporation - Delaware
Transamerica Minerals Company - California
Transamerica Oakmont Corporation - California
Transamerica Properties, Inc. - Delaware
Transamerica Real Estate Management Co. - California
Transamerica Retirement Management Corporation - Delaware
Ventana Inn, Inc. - California

*Transamerica Systems Corporation - Delaware

Transamerica Telecommunications Corporation - Delaware

*Designates INACTIVE COMPANIES
.A Division of Transamerica Corporation
(S)Limited Partner; Transamerica Corporation is General Partner

ITEM 26. NUMBERS OF HOLDERS OF SECURITIES.

<TABLE>
<CAPTION>
Title of Class Number of Record Holders
-------------- ------------------------
<S> <C>
None
</TABLE>
<PAGE>

ITEM 27. INDEMNIFICATION

Transamerica Investors' Bylaws provide in Article VIII as follows:

Section 1. OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND OTHERS. The
Corporation shall indemnify its Officers, Directors, employees and agents and
any person who serves at the request of the Corporation as a Director, Officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise as follows:

(a) Every person who is or has been a Director, Officer, employee or agent
of the Corporation and persons who serve at the Corporation's request as
Director, Officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise shall be indemnified by the
Corporation to the fullest extent permitted by law against liability and
against all expenses reasonably incurred or paid by him or her in
connection with any debt, claim, action, demand, suit, proceeding,
judgment, decree, liability or obligation of any kind in which he or she
becomes involved as a party or otherwise by virtue of his or her being or
having been a Director, Officer, employee or agent of the Corporation or of
another employee or agent of the Corporation or of another corporation,
partnership, joint venture, trust or other enterprise at the request of the
Corporation and against amounts paid or incurred by him or her in the
settlement thereof.

(b) The words "claim," "action," "suit" or "proceeding" shall apply to all
claims, actions, suits or proceedings (civil, criminal, administrative,
legislative, investigative or other, including appeals), actual or
threatened, and the words "liability" and "expenses" shall include, without
limitation, attorneys' fees, costs, judgments, amounts paid in settlement,
fines, penalties and other liabilities.

(c) No indemnification shall be provided hereunder to a Director, Officer,
employee or agent against any liability to the Corporation or its
shareholders by reason of willful misfeasance, active and deliberate
dishonesty, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.

(d) The rights of indemnification herein provided may be insured against by
policies maintained by the Corporation, shall be severable, shall not
affect any other rights to which any Director, Officer, employee or agent
may now or hereafter be entitled, shall continue as to a person who has
ceased to be such Director, Officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

C-8
<PAGE>

(e) In the absence of a final decision on the merits by a court or other
body before which such proceeding was brought, an indemnification payment
will not be made, except as provided in paragraph (f) of this Section 1,
unless in the absence of such a decision, a reasonable determination based
upon a factual review has been made: (1) by a majority vote of a quorum of
non-party Directors who are not "interested persons" of the Corporation as
defined in Section 2(a)(19) of the Investment Company Act of 1940; (2) by
independent legal counsel approved by the Board of Directors in a written
opinion that the indemnitee was not liable for an act of willful
misfeasance, bad faith, gross negligence or reckless disregard of duties;
or (3) by the shareholders.

(f) The Corporation further undertakes that advancement of expenses
incurred in the defense of a proceeding by an Officer, Director, or
controlling person of the Corporation in advance of the final disposition
of the proceeding (upon receipt by the Corporation of: (a) a written
affirmation by the Officer, Director, or controlling person of the
Corporation of that person's good faith belief that the standard of conduct
necessary for indemnification by the Corporation as authorized in the
Maryland General Corporation Law has been met; and (b) a written
undertaking by or on behalf of such person to repay the amount if it shall
ultimately be determined that the standard of conduct as stated above has
not been met) will not be made absent the fulfillment of at least one of
the following conditions: (1) the Corporation is insured against losses
arising by reason of any lawful advances; or (2) a majority of a quorum of
disinterested, non-party Directors or independent legal counsel in a
written opinion makes a factual determination that there is a reason to
believe the indemnitee will be entitled to indemnification.

Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling person of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by the director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

The directors and officers of Transamerica Investors, Inc. are covered
under a Directors and Officers liability program which includes direct coverage
to directors and officers (Coverage A) and corporate reimbursement (Coverage B)
to reimburse the Company for indemnification of its directors and officers. Such
directors and officers are indemnified for loss arising from any covered claim
by reason of any Wrongful Act in their capacities as directors or officers. In
general, the term "loss" means any amount which the insureds are legally
obligated to pay for a

C-9
<PAGE>

claim for Wrongful Acts. In general, the term "Wrongful Acts" means any breach
of duty, neglect, error, misstatement, misleading statement or omission caused,
committed or attempted by a director or officer while acting individually or
collectively in their capacity as such, claimed against them solely by reason of
their being directors and officers. The limit of liability under the program is
$___,000,000 for Coverage A and $___,000,000 for Coverage B for the period__
/__/95 to ___/__/96. Coverage B is subject to a self insured retention of
$___,000,000. The primary policy under the program is with____.

[above fill-ins to be filed by pre-effective amendment]

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER:

Transamerica Investment Services, Inc. (the "Investment Adviser") is a
registered investment adviser. Transamerica Investment Services, Inc. is a
direct wholly-owned subsidiary of Transamerica Corporation.

As of March 15, 1995, the Investment Adviser served as investment adviser for
one investment company: Transamerica Income Shares.

Information as to the officers and directors of the Investment Adviser is
included in its Form ADV last filed on March 25, 1994 with the Securities and
Exchange Commission (registration number 801-7740) and is incorporated herein by
reference.

ITEM 29. PRINCIPAL UNDERWRITER

(a) Transamerica Securities Sales Corporation ("TSSC") serves as the
principal underwriter of shares of the Funds.

(b) TSSC is the principal underwriter for the Registrant. Transamerica
Financial Resources, Inc. ("TFR") will also distribute shares of the funds. Set
forth below is a list of the directors and officers of TSSC and TFR and their
positions with the Registrant.

<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND OFFICE POSITIONS
BUSINESS ADDRESS* WITH TSSC WITH REGISTRANT
- ----------------- -------------------- ---------------
<S> <C> <C>
Barbara A. Kelley President and Director None
Regina M. Fink Secretary and Director None
Benjamin Tang Treasurer None
</TABLE>

C-10
<PAGE>

<TABLE>
<S> <C> <C>
Nooruddin Veerjee Director President & CEO
Arlene Falk Withers Director None
Jim B. Roszak Director None
Dan S. Trivers Senior Vice President None
Grace F. Carpenter Vice President None
Nicki Bair Vice President CAO & CFO
Christopher W. Shaw Second Vice President None
</TABLE>

*The principal business address for each officer and director is 1150 South
Olive, Los Angeles, CA 90015.

<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS
BUSINESS ADDRESS* WITH TFR WITH REGISTRANT
- ------------------ ----------------- ---------------
<S> <C> <C>
Barbara A. Kelley President and Director None
Regina M. Fink Secretary None
Benjamin Tang Treasurer None
Gilbert Cronin Director None
James W. Dederer Director None
James B. Roszak Director None
Ronald F. Wagley Director None
</TABLE>

*The principal business address for each officer and director is 1150 South
Olive, Los Angeles, CA 90015.

ITEM 30. LOCATION AND ACCOUNTS AND RECORDS

All accounts and records required to be maintained by Section 31(a) of the
1940 Act and the rules promulgated thereunder are maintained at the offices of:

Registrant, located at 1150 South Olive, Los Angeles, California 90015-
2211; State Street Bank and Trust Company, Registrant's custodian, located at
225 Franklin Street, Boston, Massachusetts 02110; and Boston Financial Data
Services, Inc., a subsidiary of State Street, located at 2 Heritage Drive,
Quincy, Massachusetts 02171.

C-11
<PAGE>

ITEM 31. MANAGEMENT SERVICES

All management contracts are discussed in Parts A or B.

ITEMS 32. UNDERTAKINGS

(a) Not Applicable.

(b) Registrant undertakes that it will file a post-effective amendment,
using financial statements which need not be certified, within four to six
months from the effective date of this registration statement .

(c) Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of its most recent annual report to
shareholders, upon request and without charge.

C-12
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, Transamerica Investors, Inc. certifies that
this Registration Statement has duly caused this Registration Statement to be
signed on its behalf by the undersigned in the City of Los Angeles, State of
California on this 27 day of March, 1995.
--

TRANSAMERICA INVESTORS, INC.

By: /s/ Nooruddin Veerjee
-------------------------------------------
Nooruddin Veerjee
President and Chief Executive Officer

As required by the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the date
indicated.

<TABLE>
<CAPTION>
Signatures Titles Date
- ---------- ------ ----
<S> <C> <C>

/s/ Nicki Bair Chief Financial Officer March 27 , 1995
- ----------------------- ----
Nicki Bair

/s/ Nicki Bair Chief Accounting Officer March 27 , 1995
- ----------------------- ----
Nicki Bair

/s/ Nicki Bair Director March 27 , 1995
- ----------------------- ----
Nicki Bair

/s/ Reid Evers Director March 27 , 1995
- ----------------------- ----
Reid Evers

/s/ Christopher Shaw Director March 27 , 1995
- ----------------------- ----
Christopher Shaw

/s/ Nooruddin Veerjee Director March 27 , 1995
- ----------------------- ----
Nooruddin Veerjee

/s/ Monica Weekes Director March 27 , 1995
- ----------------------- ----
Monica Weekes
</TABLE>

15
<PAGE>

EXHIBIT INDEX
-------------

<TABLE>
<CAPTION>
Exhibit Description Page

No. of Exhibit No.
- ----- ----------- ----
<S> <C> <C>
(1) Articles of Incorporation of Transamerica Investors, Inc.......

(2) Bylaws of Transamerica Investors, Inc..........................
</TABLE>

____________________

* Page numbers included only in manually executed original, in compliance with
Rule 403(d).

<PAGE>

EXHIBIT (1)
-----------

Articles of Incorporation of Transamerica Investors, Inc.
<PAGE>

TRANSAMERICA INVESTORS, INC.
("the Corporation")

Secretary's Certification Regarding Articles of Incorporation

I, the undersigned, being the duly elected, qualified and acting Secretary
of the Corporation, do hereby certify as follows: that attached hereto is a
true and complete copy of the Articles of Incorporation of the Corporation
executed on February 17, 1995 and accepted for filing by the State Department of
Assessments and Taxation of the State of Maryland on February 22, 1995 and such
Articles of Incorporation have not been amended, altered, modified or revoked
since such dates and remain in full force and effect as of the date hereof.

IN WITNESS WHEREOF, I have hereunto set my hand and the seal of the
Corporation as of the 27th day of March, 1995.

/s/ Reid A. Evers
------------------------------
Reid A. Evers
Secretary
<PAGE>

ARTICLES OF INCORPORATION

TRANSAMERICA INVESTORS, INC.

The undersigned incorporator, Nicki Bair, whose post-office address is 1150
South Olive, Los Angeles, CA 90015, being at least eighteen years of age, does
hereby form a corporation under the general laws of the State of Maryland.

ARTICLE I

The name of the Corporation is TRANSAMERICA INVESTORS, INC. (hereinafter
referred to as "the Corporation").

ARTICLE II

The purpose for which the Corporation is formed is to act as an open-end
investment company of the management type registered as such with the Securities
and Exchange Commission pursuant to the Investment Company Act of 1940 and to
exercise and generally to enjoy all of the powers, rights and privileges granted
to, or conferred upon, corporations by the general laws of the State of Maryland
now or hereafter in force.

ARTICLE III

The post-office address of the principal office and the office of the
resident agent of the Corporation in the State of Maryland is 12501 Prosperity
Drive, Suite 440, Silver Springs, MD 20904. The resident agent of the
Corporation in the State of Maryland is Dave Ponder.

ARTICLE IV

The total number of shares of capital stock (hereinafter referred to as
"Shares") which the Corporation initially shall have authority to issue is
2,000,000,000, with a par value of $0.001 per Share, and with an aggregate par
value of $2,000,000.

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<PAGE>

ARTICLE V

(a) The number of Directors of the Corporation shall be five, or such
other number as may be from time to time fixed in the manner provided by the
Bylaws of the Corporation, but shall never be less than three.

(b) The names of the Directors who shall act until the first annual
meeting of the Shareholders or until their successors are duly chosen and
qualify are:

Nicki Bair
Reid Evers
Christopher Shaw
Nooruddin Veerjee
Monica Weekes.

ARTICLE VI

(a) The Shares may be issued in one or more series, and each series may
consist of one or more classes, all as the Board of Directors may determine.
Each series of Shares and each class of a series shall be issued upon such terms
and conditions, and shall confer upon its owners such rights, as the Board of
Directors may determine, consistent with the requirements of the general laws of
the State of Maryland and the Investment Company Act of 1940 and the applicable
rules and regulations of the Securities and Exchange Commission, these Articles
of Incorporation and the Bylaws of the Corporation. In addition, the Board of
Directors is hereby expressly granted authority to change the designation of any
series or class and to increase or decrease the number of Shares of any series
or class, but the number of Shares of any series or class shall not be decreased
by the Board of Directors below the number of Shares thereof then outstanding.
No Shareholder shall have any preemptive or preferential right of subscription
to any Shares of any class or series whether now or hereafter authorized, except
as otherwise determined by the Board of Directors. The Board of Directors may
issue Shares without offering the same either in whole or in part to the then
current Shareholders.

(b) Initially, the Corporation is authorized to issue two classes of
Shares. One class of Shares will be sold directly by the Corporation's
principal underwriter. The total number of Shares of this class which the
Corporation shall have authority to issue is 1,000,000,000, with a par value of
$0.001 per Share, and with an aggregate par value of $1,000,000. The other
class of Shares will only be available to pension plans, retirement savings
plans and other institutional investors and will be sold by broker-dealers who
have entered into selling agreements with

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<PAGE>

the Corporation's principal underwriter. The total number of Shares of this
class which the Corporation shall have authority to issue is 1,000,000,000, with
a par value of $0.001 per Share, and with an aggregate par value of $1,000,000.

ARTICLE VII

The Corporation acknowledges that it is adopting its corporate name through
permission of Transamerica Corporation, a Delaware corporation, and agrees that
Transamerica Corporation reserves to itself and any successor to its business
the right to withdraw from the Corporation the use of the name "Transamerica"
and reserves to itself and any successor to its business the right to grant the
non-exclusive right to use the name "Transamerica" or any similar name to any
other investment company or business enterprise.

ARTICLE VIII

The Corporation reserves the right from time to time to amend these
Articles of Incorporation.

ARTICLE IX

The duration of the Corporation shall be perpetual.

IN WITNESS WHEREOF, the undersigned has signed these Articles of
Incorporation on Feb, 17 1995 and by her signature she hereby
-----------------,
acknowledges the same to be her act.

/s/ Nicki Bair
------------------------
Nicki Bair

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<PAGE>

EXHIBIT (2)
------------

Bylaws of Transamerica Investors, Inc.

<PAGE>

TRANSAMERICA INVESTORS, INC.
("the Corporation")

Secretary's Certification Regarding Bylaws

I, the undersigned, being the duly elected, qualified and acting Secretary
of the Corporation, do hereby certify as follows: that attached hereto is a
true and complete copy of the Bylaws of the Corporation adopted on March 27,
1995 and such Bylaws have not been amended, altered, modified or revoked since
such date and remain in full force and effect as of the date hereof.

IN WITNESS WHEREOF, I have hereunto set my hand and the seal of the
Corporation as of the 27th day of March, 1995.

/s/ Reid A Evers
------------------------------
Reid A. Evers
Secretary
<PAGE>

TRANSAMERICA INVESTORS, INC.

BYLAWS

ARTICLE I

MEETING OF SHAREHOLDERS

Section 1. ANNUAL MEETINGS. The Corporation is not required to hold
an annual meeting each year. An annual meeting of shareholders shall be held
only in those years in which the election of Directors is required to be acted
on under the Investment Company Act of 1940. At each such meeting, any other
proper business within the power of shareholders may be transacted. Such annual
meeting shall be held on a date and at a time designated by the Board of
Directors. If the Corporation is required to hold a meeting of shareholders to
elect Directors, such meeting shall be designated an annual meeting and shall be
held on such date no later than 120 days after the occurrence of the event
requiring the meeting.

Section 2. SPECIAL MEETINGS. Special meetings of shareholders may be
called by the President or by the Board of Directors. Special meetings of
shareholders may also be called by the Secretary on the written request of
shareholders entitled to cast at least 25 percent of all the votes entitled to
be cast at the meeting. Any such request shall state the purposes of the
proposed meeting. The Secretary shall inform such shareholders of the
reasonably estimated cost of preparing and mailing such notice of the meeting,
and upon payment to the Corporation of such costs, the Secretary shall give
notice stating the purpose or purposes of the meeting. No special meeting need
be called upon the request of the holders of less than a majority of all the
votes entitled to be cast at such meeting to consider any matter that is
substantially the same as a mater voted upon at any special meeting of the
shareholders held during the preceding twelve months.

Section 3. PLACE OF MEETINGS. All meetings of the shareholders shall
be held at such place within or without the State of Maryland as may be fixed by
the party or parties making the call as stated in the notice thereof.

Section 4. NOTICE. Not less than ten nor more than ninety days
before the date of every annual or special meeting of shareholders the Secretary
or an Assistant Secretary shall give to each shareholder of record notice of
such meeting either by mail or by presenting it to him or her personally or by
leaving it at his or her residence or usual place of business. Such notice
shall be deemed to have been given when deposited in the mail for delivery to
the shareholder at the shareholder's address

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<PAGE>

appearing on the books of the Corporation. It shall not be necessary to set
forth the business proposed to be transacted in the notice of any annual meeting
except that any proposal to amend the Articles of Incorporation of the
Corporation shall be set forth in such notice. Notice of a special meeting
shall state the purpose or purposes for which it is called.

Section 5. QUORUM. At all meetings of the shareholders (including
meetings of shareholders of a particular series), the presence in person or by
proxy of shareholders entitled to cast a majority in number of votes shall be
necessary to constitute a quorum for the transaction of business. In the
absence of a quorum at any meeting, a majority of those shareholders present in
person or by proxy may adjourn the meeting from time to time to be held at the
same place without further notice than by announcement to be given at the
meeting until a quorum, as above defined shall be present, whereupon any
business may be transacted which might have been transacted at the meeting
originally called had the same been held at the time so called.

Section 6. VOTING. A majority of the votes cast at a meeting of
shareholders, duly called and at which a quorum is present, shall be sufficient
to take or authorize action upon any matter which may properly come before the
meeting, unless more than a majority of the votes cast is required by statute or
by the Articles of Incorporation. At all meetings of shareholders, each
shareholder shall be entitled to one vote or fraction thereof for each share
standing in the shareholder's name on the books of the Corporation on the date
for the determination of shareholders entitled to vote at such meeting. On any
matter submitted to a vote of shareholders, all shares of the Corporation then
issued and outstanding entitled to vote shall be voted in the aggregate and not
by class or by series except that (1) when otherwise expressly required by the
Maryland General Corporation Law or the Investment Company Act of 1940, shares
shall be voted by individual class or series and (2) only shares of the
respective series or class are entitled to vote on matters concerning only that
series or class.

Section 7. PROXIES. Any shareholder entitled to vote at any meeting
of shareholders may vote either in person or by proxy, but no proxy which is
dated more than eleven months before the meeting named therein shall be
accepted. Every proxy shall be in writing subscribed by the shareholder or the
shareholder's duly authorized attorney and dated, but need not be sealed,
witnessed or acknowledged. All proxies shall be filed with the Secretary or an
Assistant Secretary of the Corporation or if the meeting shall so decide, by the
Secretary of the meeting. All proxies shall be deemed valid unless challenged
at or prior to its exercise with the burden to prove invalidity resting on the
challenger. At all meetings of shareholders, all questions relating to the
qualification of voters and the validity of

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<PAGE>

proxies and the acceptance or rejection of votes shall be decided by the
Chairperson of the meeting.

Section 8. INFORMAL ACTION BY SHAREHOLDERS. Any action required or
permitted to be taken at any meeting of shareholders may be taken without a
meeting, if a consent in writing, setting forth such action is signed by each
shareholder entitled to vote on the subject matter thereof, each shareholder
entitled to notice of the meeting but not entitled to vote at it signs a written
waiver of any right to dissent and such consents and waivers are filed with the
records of the Corporation.

Section 9. PRESIDING OFFICER. Shareholders meetings shall be
presided over by a Chairperson of the meeting who shall be the Chairperson of
the Board of Directors, or if he or she is not present, by the President of the
Corporation, or if he or she is not present, by an Officer or Director appointed
by the President.

ARTICLE II

BOARD OF DIRECTORS

Section 1. POWERS IN GENERAL. The Board of Directors shall have control
and management of the affairs, business and properties of the Corporation. The
Board of Directors shall have and exercise in the name of the Corporation and on
behalf of the Corporation all the rights and privileges legally exercisable by
the Corporation except as otherwise provided by law, the Articles of
Incorporation or these Bylaws.

Section 2. POWER TO AUTHORIZE ISSUANCE OF SHARES. The Board of Directors
is empowered to authorize the issuance from time to time of shares of the
Corporation, whether now or hereafter authorized; provided, however, that the
consideration per share to be received by the Corporation upon the issuance or
sale of any shares shall be the net asset value per share determined in
accordance with the requirements of the Investment Company Act of 1940 and the
applicable rules and regulations of the Securities and Exchange Commission and
in conformity with generally accepted accounting practices and principles.

Section 3. POWER TO DECLARE DIVIDENDS. The Board of Directors is
expressly authorized to determine in accordance with generally accepted
accounting principles and practices what constitutes net profits, earnings,
surplus or net assets in excess of capital, and to determine what accounting
periods shall be used by the Corporation for any purpose, whether annual or any
other period, including daily; to set apart out of any funds of the Corporation
such reserves for such purposes as it shall determine and to abolish the same;
to declare and pay dividends and distributions on any series by means of a
formula or other

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<PAGE>

method of determination, at meetings held less frequently than the frequency of
the effectiveness of such declarations; to establish payment dates for dividends
or any other distributions on any basis, including dates occurring less
frequently than the effectiveness of declarations thereof; and to provide for
the payment of declared dividends on a date earlier or later than the specified
payment date in the case of shareholders redeeming their entire ownership of
shares. Any dividends or distributions may be made in cash or shares or a
combination thereof as determined by the Directors or pursuant to any program
that the Directors may have in effect at the time for election by each
shareholder of the mode of the making of such dividend or distribution to that
shareholder.

Section 4. NUMBER, QUALIFICATIONS, MANNER OF ELECTION AND TERM OF
OFFICE. The number of Directors of the Corporation shall be fixed from time to
time by a majority of the entire Board of Directors but shall be no less than
three nor more than twenty. Directors need not be shareholders. The Board of
Directors may from time to time by a majority of the entire Board increase or
decrease the number of Directors to such number as it deems expedient not to be
less than three nor more than twenty, however, and fill the vacancies so
created. The term of office of a Director shall not be affected by any decrease
in the number of Directors made by the Board pursuant to the foregoing
authorization. Until the first annual meeting of shareholders or until
successors are duly elected and qualify, the Board of Directors shall consist of
the persons named as such in the Articles of Incorporation. The members of the
Board of Directors shall be elected by the shareholders at each annual meeting
of shareholders. Each Director shall hold office until the annual meeting next
held after the Director's election and until the election and qualification of
the Director's successor.

Section 5. PLACE OF MEETING. The Board of Directors may hold its meetings
at such place or places within or without the State of Maryland as the Board may
from time to time determine.

Section 6. ANNUAL MEETINGS. The Board of Directors shall meet for the
election of Officers and any other business as promptly as may conveniently be
done after the adjournment of the annual meeting of shareholders.

Section 7. REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such intervals and on such dates as the Board may from time to
time designate.

Section 8. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be held at such times and at such places as may be designated at the call of
such meeting. Special meetings shall be called by the Secretary or Assistant
Secretary at the request of the President or any Director.

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<PAGE>

Section 9. NOTICE. Annual and regular meetings of the Board of Directors
shall be held without notice. The Secretary or Assistant Secretary shall give,
at least twenty-four hours before any special meeting of the Board of Directors,
notice of such special meeting to each member of the Board by mail, facsimile,
telegram or telephone to member's last known residence or usual place of
business. It is not necessary to state in the notice of any special meeting the
purpose or business to be transacted at such meeting.

Section 10. CONDUCT OF MEETINGS AND BUSINESS. The Board of Directors may
adopt such rules and regulations for the conduct of its meetings and the
management of the affairs of the Corporation as it may deem proper and not
inconsistent with applicable law, the Articles of Incorporation of the
Corporation or these Bylaws.

Section 11. QUORUM. A majority of the Directors then in office shall
constitute a quorum at any meeting of the Board of Directors. The action of a
majority of Directors present at any meeting at which a quorum is present shall
be the action of the Board of Directors unless the concurrence of a greater
proportion is required for such action by statute, the Articles of Incorporation
of the Corporation or these Bylaws. In the absence of a quorum at any meeting, a
majority of the Directors present may adjourn the meeting from day to day or for
such longer periods as they may designate without notice other than by
announcement at the meeting. At the adjourned meeting, the Directors may
transact any business which might have been transacted at the original meeting.

Section 12. RESIGNATIONS. Any Director of the Corporation may resign at
any time by mailing or delivering written notice to the President or to the
Secretary of the Corporation. The resignation of any Director shall take effect
at the time specified therein and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

Section 13. REMOVAL. At any meeting of shareholders duly called for the
purpose, any Director may by the vote of a majority of all of the shares
entitled to vote be removed from office. At the same meeting, the vacancy in the
Board of Directors may be filled by the election of a Director to serve for the
remainder of the term and until the election and qualification of the Director's
successor.

Section 14. VACANCIES. Except as otherwise provided by the Investment
Company Act of 1940 or other applicable law, any vacancy occurring in the Board
of Directors for any cause other than by reason of an increase in the number of
Directors may be filled by action of a majority of the remaining members of the
Board of Directors although such majority is less than a quorum

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<PAGE>

and any vacancy occurring by reason of an increase in the number of Directors
may be filled by action of a majority of the entire Board of Directors. The
Board may not elect any Director to fill any vacancy as provided herein unless
immediately after filling any such vacancy at least two-thirds of the Directors
then holding office shall be those named in the Articles of Incorporation or
shall have been elected to such office by the shareholders. If at any time
after the first meeting of shareholders of the Corporation, a majority of the
Directors in office shall consist of Directors elected by the Board of
Directors, a meeting of the shareholders shall be called forthwith, and in any
event within sixty (60) days, for the purpose of electing the entire Board of
Directors, and the terms of office of the Directors then in office shall
terminate upon the election and qualification of such Board of Directors. A
Director elected by the Board to fill a vacancy shall be elected to hold office
until the next annual meeting of shareholders or until the Director's successor
is duly elected and qualifies. Notwithstanding the foregoing, the shareholders
may, at any time during the term of such Director elect to fill a vacancy, elect
some other person to fill said vacancy and thereupon the election by the Board
shall be superseded and such election by the shareholders shall be deemed a
filling of the vacancy and not a removal and may be made at any meeting called
for such purpose. An appointment of a Director may be made in anticipation of a
vacancy to occur by reason of retirement, resignation or increase in number of
Directors, provided that such appointment shall not become effective prior to
such retirement, resignation or increase in number of Directors.

Section 15. COMPENSATION OF DIRECTORS. The Directors may receive a stated
salary for their services as Directors, and by Resolution of the Board of
Directors, a fixed fee and expenses of attendance may be allowed for attendance
at each meeting. Nothing herein contained shall be construed to preclude any
Director from serving the Corporation in any other capacity, as an Officer,
agent or otherwise, and receiving compensation therefor.

Section 16. INFORMAL ACTION BY DIRECTORS. Any action required or
permitted to be taken at any annual, regular or special meeting of the Board of
Directors may be taken at a meeting by means of a conference telephone or
similar communications equipment allowing all persons participating in the
meeting to hear each other at the same time or without a meeting if a written
consent to such action is signed by all members of the Board and such written
consent is filed with the minutes of proceedings of the Board.

Section 17. OFFICERS OF THE BOARD. The Board of Directors may appoint one
of its members to serve as Chairperson of the Board of Directors, and may
appoint one or more of its members to

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<PAGE>

serve as Vice Chairperson of the Board of Directors.

ARTICLE III

EXECUTIVE AND OTHER COMMITTEES

Section 1. APPOINTMENT AND TERM OF OFFICE OF EXECUTIVE COMMITTEE. The
Board of Directors, by resolution passed by a vote of a majority of the entire
Board, may appoint an Executive Committee, which shall consist of two or more
Directors.

Section 2. VACANCIES IN EXECUTIVE COMMITTEE. Vacancies occurring in the
Executive Committee from any cause may be filled by the Board of Directors at
any meeting thereof by a vote of the majority of the entire Board.

Section 3. EXECUTIVE COMMITTEE TO REPORT TO BOARD. All actions by the
Executive Committee shall be reported to the Board of Directors at its meeting
next succeeding such action.

Section 4. PROCEDURE OF EXECUTIVE COMMITTEE. The Executive Committee
shall fix its own rules of procedure not inconsistent with these Bylaws or with
any directions of the Board of Directors. It shall meet at such times and places
and upon such notice as shall be provided by such rules or by resolution of the
Board of Directors. The presence of a majority of the members of the Executive
Committee at any meeting shall constitute a quorum for the transaction of
business and in every case an affirmative vote of a majority of all of the
members of the Executive Committee present shall be necessary for the taking of
any action.

Section 5. POWERS OF EXECUTIVE COMMITTEE. During the intervals between
the meetings of the Board of Directors, the Executive Committee, except as
limited by these Bylaws or by specific directions of the Board of Directors,
shall possess and may exercise all the powers of the Board of Directors in the
management and direction of the business and conduct of the affairs of the
Corporation in such manner as the Executive Committee shall deem to be in the
best interest of the Corporation, and shall have power to authorize the Seal of
the Corporation to be affixed to all instruments and documents requiring same.
Notwithstanding the foregoing, the Executive Committee shall not have the power
(a) to elect Directors, (b) to increase or decrease the number of Directors, (c)
to elect or remove any Officer, (d) to declare dividends or other distributions,
(e) to issue shares or recommend to shareholders any action requiring
shareholder approval, (f) to amend or repeal these Bylaws or adopt new Bylaws,
(g) to approve or terminate any contract with an investment adviser or principal
underwriter as such terms are defined in the Investment Company Act of 1940 or

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<PAGE>

(h) to take any other action required to be taken by the Board of Directors
under the Investment Company Act of 1940.

Section 6. OTHER COMMITTEES. From time to time the Board of Directors may
appoint any other Committee or Committees for any purpose or purposes to the
extent lawful, which shall have such powers as shall be specified in the
resolution of appointment.

Section 7. COMPENSATION. The members of any duly appointed Committee
shall receive such compensation and/or fees as from time to time may be fixed by
the Board of Directors.

Section 8. INFORMAL ACTION BY EXECUTIVE COMMITTEE OR OTHER COMMITTEES.
Any action required or permitted to be taken at any meeting of the Executive
Committee or any other duly appointed Committee may be taken without a meeting
if written consent to such action is signed by all members of such Committee and
such written consent is filed with the minutes of the proceedings of such
Committee.

ARTICLE IV

OFFICERS

Section 1. GENERAL PROVISIONS. The Officers of the Corporation shall be
the President, one or more Vice Presidents, a Treasurer and a Secretary. The
Board of Directors shall elect or appoint such other Officers or agents as the
business of the Corporation may require including one or more Assistant Vice
Presidents, one or more Assistant Secretaries and one or more Assistant
Treasurers. The same person may hold any two or more Offices except those of
President and Vice President.

Section 2. ELECTION, TERM OF OFFICE AND QUALIFICATIONS. The Officers
shall be elected annually by the Board of Directors at its annual meeting
following the annual meeting of shareholders, if an annual meeting of
shareholders is held. Each Officer shall hold Office until the annual meeting of
the Board of Directors in the next year and until the election and qualification
of the Officer's successor. Any vacancy in any of the offices may be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting of the Board. The Board of Directors may elect or appoint
additional Officers or agents at any regular or special meeting of the Board.

Section 3. REMOVAL. Any Officer elected by the Board of Directors may be
removed with or without cause at any time upon a vote of the majority of the
entire Board of Directors, if the Board of Directors, in its judgment, finds
that the best interests of the Corporation will be served by such removal. Any

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<PAGE>

other employee of the Corporation may be removed or dismissed at any time by the
President.

Section 4. RESIGNATIONS. Any Officer may resign at any time by giving
written notice to the Board of Directors. Any such resignation shall take effect
at the date of receipt of such notice or at any later time specified therein,
and unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.

Section 5. VACANCIES. A vacancy in any Office because of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed in these Bylaws for
regular election or appointment to such Office.

Section 6. PRESIDENT. The President shall be the chief executive officer
of the Corporation. The President shall, unless other provisions are made
therefor by the Board or Executive Committee, employ and define the duties of
all employees of the Corporation and shall have the power to discharge any such
employees. The President shall exercise general supervision over the affairs of
the Corporation and shall perform such other duties as may be assigned to the
President from time to time by the Board of Directors.

Section 7. VICE PRESIDENT. The Vice President (or if more than one, the
senior Vice President) in the absence of the President shall perform all duties
and may exercise any of the powers of the President subject to the control of
the Board. A Vice President shall perform such other duties as may be assigned
to the Vice President from time to time by the Board of Directors, the Executive
Committee or the President.

Section 8. SECRETARY. The Secretary shall keep or cause to be kept, in
books provided for the purpose, the minutes of the meetings of the shareholders
and of the Board of Directors. The Secretary shall see that all notices are duly
given in accordance with the provisions of these Bylaws and as required by law.
The Secretary shall be custodian of the records and of the Seal of the
Corporation and shall see that the Seal is affixed to all documents the
execution of which on behalf of the Corporation under its Seal is duly
authorized. The Secretary shall keep directly or through a Transfer Agent a
register of the post office address of each shareholder, and shall be
responsible for making all proper changes in such register and retaining and
filing the authority for such entries. The Secretary shall see that the books,
reports, statements, certificates and all other documents and records required
by law are properly kept and filed. The Secretary shall perform such other
duties as may, from time to time, be assigned to the Secretary by the Board of
Directors, the Executive Committee or the President.

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<PAGE>

Section 9. TREASURER. The Treasurer shall have supervision of the custody
of the funds and securities of the Corporation, subject to the Articles of
Incorporation of the Corporation and applicable law. The Treasurer shall submit
to the annual meeting of shareholders a statement of the financial condition of
the Corporation and whenever required by the Board of Directors shall make and
render a statement of the accounts of the Corporation and such other statements
as may be required. The Treasurer shall cause to be kept in books of the
Corporation full and accurate account of all moneys received and paid out for
the account of the Corporation. The Treasurer shall perform such other duties as
may be from time to time assigned to the Treasurer by the Board of Directors,
the Executive Committee or the President.

Section 10. ASSISTANT VICE PRESIDENT. An Assistant Vice President shall
have such authority and perform such duties as may be assigned to the Assistant
Vice President from time to time by the Board of Directors, the Executive
Committee or the President.

Section 11. ASSISTANT SECRETARY. An Assistant Secretary shall, in the
absence of the Secretary, perform the duties of the Secretary and shall have
such further powers and perform such other duties as may be assigned to the
Assistant Secretary from time to time by the Board of Directors, the Executive
Committee or the President.

Section 12. ASSISTANT TREASURER. An Assistant Treasurer shall, in the
absence of the Treasurer, perform the duties of the Treasurer and shall have
such further powers and perform such other duties as may be assigned to the
Assistant Treasurer from time to time by the Board of Directors, the Executive
Committee or the President.

Section 13. SALARIES. The salaries of the Officers shall be fixed from
time to time by the Board of Directors. No Officers shall be prevented from
receiving such salary by reason of the fact that he is also a Director of the
Corporation.

ARTICLE V

Section 1. STOCK LEDGER. A stock ledger shall be kept at the principal
office of the Corporation or at the principal office of any Transfer Agent duly
appointed by the Board of Directors which shall contain the names and addresses
of all the shareholders, the number of shares held by them and a record of all
transfers thereof.

Section 2. ISSUANCE OF SHARES. Shares of stock will be

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<PAGE>

issued without certificates. Fractional shares may be issued.

Section 3. CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATE. The Board of
Directors may fix in advance a date as the record date for the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders or shareholders to receive payment of any dividend. Such date shall
in any case not be more than 60 days, and in case of a meeting of shareholders
not less than 10 days, prior to the date on which the particular action
requiring such determination of shareholders is to be taken. In lieu of fixing a
record date, the Board of Directors may provide that the share transfer books of
the Corporation shall be closed for a stated period not to exceed in any case 20
days. If the share transfer books are closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders such
books shall be closed for at least 10 days immediately preceding such meeting.

Section 4. TRANSFER AGENT; REGULATIONS. The Board of Directors shall have
the power and authority to make all such rules and regulations as it may deem
expedient concerning the issuance and transfer of shares and may appoint a
Transfer Agent for that purpose.

ARTICLE VI

AGREEMENTS, CHECKS, DRAFTS, AND ENDORSEMENTS

Section 1. AGREEMENTS. (a) The Corporation may enter into exclusive or
non-exclusive contract(s) for the sale of its shares and may also enter into
contracts, including but not limited to investment advisory, management,
custodial, transfer agency and administrative services. The terms and
conditions, methods of authorization, renewal, amendment and termination of the
aforesaid contracts shall be as determined at the discretion of the Board of
Directors, subject, however, to the provisions of these Bylaws, applicable
federal and state law and the rules and regulations of the Securities and
Exchange Commission.

(b) Subject to and in compliance with the provisions of the
General Laws of the State of Maryland respecting interested director
transactions and applicable federal law, the Corporation may enter into written
underwriting contracts, management contracts and contracts for research,
advisory or administrative services with Transamerica Occidental Life Insurance
Company, Transamerica Investment Services, Inc., the parents, affiliates or
subsidiaries thereof, or their respective successors, or otherwise to do
business with such Corporation, notwithstanding the fact that one or more of the
Directors of the Corporation and some or all of its Officers are, have been, or
may become Directors, Officers, Employees or Stockholders of

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Transamerica Occidental Life Insurance Company, Transamerica Investment
Services, Inc., or their parents, affiliates, subsidiaries or successors, and in
the absence of actual fraud the Corporation may deal freely with Transamerica
Occidental Life Insurance Company, Transamerica Investment Services, Inc., or
their parents, affiliates, subsidiaries or successors, and neither such
underwriting contract, management contact or contract for research, advisory or
administrative services nor any other contract or transaction between the
Corporation and Transamerica Occidental Life Insurance Company, Transamerica
Investment Services, Inc. or their parents, affiliates, subsidiaries or
successors shall be invalidated or in any way affected thereby, nor shall any
Director or Officer of the Corporation be liable to the Corporation or to any
shareholder or creditor of the Corporation or to any other person for any loss
incurred under or by reason of any such contract or transaction. Anything in
the foregoing notwithstanding, no Officer or Director or underwriter or
investment adviser of the Corporation shall be protected against any liability
to the Corporation or to its security holders to which he or she would otherwise
be subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office.

(c) The Board of Directors or the Executive Committee may authorize
any Officer or Officers or agent or agents of the Corporation to enter into any
Agreement or execute and deliver any instrument in the name of and on behalf of
the Corporation, and such authority may be general or confined to specific
instances and, unless so authorized by the Board of Directors or by the
Executive Committee or by these Bylaws, no Officer, agent or employee shall have
any power or authority to bind the Corporation by any Agreement or engagement or
to pledge its credit or to render it liable pecuniarily for any purpose or to
any amount.

Section 2. CHECKS AND DRAFTS. All checks, drafts or orders for the
payment of money, notes and other evidences of indebtedness shall be signed by
such Officer or Officers, employee or employees, or agent or agents as shall
from time to time be designated by the Board of Directors or the Executive
Committee, or as may be specified in or pursuant to the agreement between the
Corporation and the bank appointed as Custodian, pursuant to the provisions of
these Bylaws.

Section 3. ENDORSEMENTS, ASSIGNMENTS AND TRANSFER OF SECURITIES. All
endorsements, assignments, stock powers or other instruments of transfer of
securities standing in the name of the Corporation or its nominee or directions
for the transfer of securities belonging to the Corporation shall be made by
such Officer or Officers, employee or employees, or agent or agents as may be
authorized by the Board of Directors or the Executive

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Committee.

Section 4. EVIDENCE OF AUTHORITY. Anyone dealing with the Corporation
shall be fully justified in relying on a copy of a resolution of the Board of
Directors or of any Committee thereof empowered to act which is certified as
true by the Secretary or an Assistant Secretary under the Seal of the
Corporation.

Section 5. DESIGNATION OF A CUSTODIAN. The Corporation shall place and at
all times maintain in the custody of a Custodian all funds, securities and
similar investments owned by the Corporation, with the exception of securities
loaned under a properly authorized Securities Loan Agreement. The Custodian
shall be a bank having not less than $2,000,000 aggregate capital, surplus and
undivided profits and shall be appointed from time to time by the Board of
Directors, which shall fix the Custodian's remuneration.

Section 6. ACTION UPON TERMINATION OF A CUSTODIAN AGREEMENT. Upon
termination of a Custodian Agreement or inability of the Custodian to continue
to serve, the Board of Directors shall use its best efforts to appoint promptly
a successor Custodian, but in the event that no successor Custodian can be found
who has the required qualifications and is willing to serve, the Board of
Directors shall call as promptly as possible a special meeting of the
shareholders to determine whether the Corporation shall function without a
Custodian or shall be liquidated. If so directed by vote of the holders of a
majority of the outstanding shares, the Custodian shall deliver and pay over all
property of the Corporation held by it as specified in such vote.

ARTICLE VII

BOOKS AND RECORDS

Section 1. LOCATION. The books and records of the Corporation, including
the stock ledger or ledgers, may be kept in or outside the State of Maryland at
such office or agency of this Corporation as may be from time to time determined
by the Board of Directors.

Section 2. INSPECTION BY SHAREHOLDERS. The Board of Directors shall,
subject to the General Laws of the State of Maryland, have the power to
determine, from time to time, whether and to what extent and at what times and
places and under what conditions and regulations any accounts and books of the
Corporation, or any of them, shall be open to the inspection of shareholders.

Section 3. INSPECTION BY INDEPENDENT PUBLIC ACCOUNTANTS. The books of
account of the Corporation shall be examined by an

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independent firm of public accountants, selected and ratified in accordance with
the provisions of the Investment Company Act of 1940, at the close of each
annual fiscal period of the Corporation and at such other times, if any, as may
be directed by the Board of Directors of the Corporation.

ARTICLE VIII

INDEMNIFICATION

(a) Every person who is or has been a Director, Officer, employee or
agent of the Corporation and persons who serve at the
Corporation's request as Director, Officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise shall be indemnified by the Corporation to the fullest
extent permitted by law against liability and against all
expenses reasonably incurred or paid by him or her in connection
with any debt, claim, action, demand, suit, proceeding, judgment,
decree, liability or obligation of any kind in which he or she
becomes involved as a party or otherwise by virtue of his or her
being or having been a Director, Officer, employee or agent of
the Corporation or of another employee or agent of the
Corporation or of another corporation, partnership, joint
venture, trust or other enterprise at the request of the
Corporation and against amounts paid or incurred by him or her in
the settlement thereof.

(b) The words "claim," "action," "suit" or "proceeding" shall apply
to all claims, actions, suits or proceedings (civil, criminal,
administrative, legislative, investigative or other, including
appeals), actual or threatened, and the words "liability" and
"expenses" shall include, without limitation, attorneys' fees,
costs, judgments, amounts paid in settlement, fines, penalties
and other liabilities.

(c) No indemnification shall be provided hereunder to a Director,
Officer, employee or agent against any liability to the
Corporation or its shareholders by reason of willful misfeasance,
active and

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deliberate dishonesty, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.

(d) The rights of indemnification herein provided may be insured
against by policies maintained by the Corporation, shall be
severable, shall not affect any other rights to which any
Director, Officer, employee or agent may now or hereafter be
entitled, shall continue as to a person who has ceased to be such
Director, Officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a
person.

(e) In the absence of a final decision on the merits by a court or
other body before which such proceeding was brought, an
indemnification payment will not be made, except as provided in
paragraph (f) of this Section 1, unless in the absence of such a
decision, a reasonable determination based upon a factual review
has been made (1) by a majority vote of a quorum of non-party
Directors who are not "interested persons" of the Corporation as
defined in Section 2(a)(19) of the Investment Company Act of
1940; (2) by independent legal counsel approved by the Board of
Directors in a written opinion that the indemnitee was not liable
for an act of willful misfeasance, bad faith, gross negligence or
reckless disregard of duties; or (3) by the shareholders.

(f) The Corporation further undertakes that advancement of expenses
incurred in the defense of a proceeding by an Officer, Director
or controlling person of the Corporation in advance of the final
disposition of the proceeding (upon receipt by the Corporation
of: (a) a written affirmation by the Officer, Director or
controlling person of the Corporation of that person's good faith
belief that the standard of conduct necessary for indemnification
by the Corporation as authorized in the Maryland General
Corporation Law has been met; and (b) a written undertaking by or
on behalf of such person to repay the amount if it shall
ultimately be determined that the standard of conduct as stated
above has not been met) will not be made absent the fulfillment
of at least one of the following conditions: (1) the Corporation
is insured against losses arising by reason of any lawful
advances or (2) a majority of a quorum of disinterested, non-
party Directors or independent

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legal counsel in a written opinion makes a factual determination
that there is a reason to believe the indemnitee will be entitled
to indemnification.

ARTICLE IX

MISCELLANEOUS

Section 1. SEAL. The Seal of the Corporation shall be a disk inscribed
with the words TRANSAMERICA INVESTORS, INC.

Section 2. FISCAL YEAR. The fiscal year of the Corporation shall end on
the last day of December in each year.

Section 3. WAIVER OF NOTICE. Whenever, under the provisions of these
Bylaws or of any law, an individual is entitled to receive notice of a meeting,
such individual waives notice if he or she:

(a) before or after the meeting signs a waiver of the notice which is
filed with the records of the meeting; or

(b) is present at the meeting.

ARTICLE X

AMENDMENTS

Section 1. AMENDMENTS BY BOARD OF DIRECTORS. The Board of Directors shall
have the power at any regular or special meeting, if notice thereof be included
in the notice of such special meeting, to alter, amend or repeal any of these
Bylaws of the Corporation and to make new Bylaws for the Corporation.

Section 2. AMENDMENTS BY SHAREHOLDERS. The shareholders shall have the
power, at any annual meeting or at any special meeting, if notice thereof be
included in the notice of such special meeting, to alter, amend or repeal any of
these Bylaws of the Corporation and to make new Bylaws for the Corporation.

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