TRANSAMERICA INVESTORS INC
497, 1996-05-03
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                                          Prospectus: April 29, 1996

Transamerica Premier Funds
Investor Shares

Transamerica  Premier  Equity  Fund
Transamerica  Premier  Index  Fund
Transamerica  Premier Bond  Fund
Transamerica  Premier  Balanced  Fund
Transamerica  Premier  short-INTERMEDIATE Government  Fund
Transamerica  Premier  cash reserve  Fund

Your guide This guide (the  "Prospectus") will provide you with helpful insights
and  details  about the  Investor  Class of shares of the  Transamerica  Premier
Funds. 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, management investment company. We are a mutual fund company that
offers a number of portfolios,  known  collectively as the Transamerica  Premier
Funds.  Each Fund is managed  separately and has its own  investment  objective,
strategies  and policies  designed to meet different  goals.  Each Fund and each
class of each Fund has its own  levels of  expenses  and  charges.  The  minimum
investment  is $1,000  per Fund,  or less in  certain  instances.  See  "Minimum
Investments"  on  page  39.  For  Additional   Information  and  Assistance  For
additional   details   about   the   Funds,   you   can   call   1-800-89-ASK-US
(1-800-892-7587),  or write to Transamerica  Investors,  P.O. Box 9232,  Boston,
Massachusetts  02205-9232.  A free  Statement  of  Additional  Information  (the
"SAI"),  which has been filed with the  Securities and Exchange  Commission,  is
available by calling the above number.  The SAI is a part of this  Prospectus by
reference.

THESE FUNDS ARE NEITHER INSURED NOR GUARANTEED BY THE UNITED STATES  GOVERNMENT.
THERE CAN BE NO ASSURANCE THAT THE  TRANSAMERICA  PREMIER CASH RESERVE FUND WILL
BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE. 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.

                                                  Contents


The Funds at a Glance                     3
Fund Expenses                             6
Fund Performance                          9
Financial Highlights                     10
The Management Team                      14
The Funds In Detail                      15
        Transamerica Premier Equity Fund       15
        Transamerica Premier Index Fund         17
        Transamerica Premier Bond Fund   19
        Transamerica Premier Balanced Fund    21
        Transamerica Premier Short-Intermediate
        Government Fund                  23
        Transamerica Premier Cash Reserve Fund   25
A General Discussion About Risk           27
Investment Procedures and Risk
Considerations for the Funds             28
Shareholder Services                     35
      Opening Your Account                36
      How to Buy  Shares                 37
      How to Sell Shares                 39
      How to Exchange Shares             43
      Other Investor Requirements and Services   44
Dividends and Capital Gains              46
What About Taxes?                        47
Share Price                              48
Investment Adviser and Administrator 50
General Information                      52



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

READ THIS SECTION FOR INVESTMENT PERFORMANCE NUMBERS YOU CAN USE TO COMPARE WITH
OTHER FUNDS.





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

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.



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 Funds at a Glance

The Funds at a Glance
The Transamerica  Premier Funds consist of six diversified  Funds 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  Fund.  A more  detailed
description  for  each  Fund  is in "The  Funds  in  Detail"  on  page  15.  For
information  on the  risks  associated  with  investment  in  these  Funds,  see
"Investment  Procedures  and  Risk  Considerations  for the  Funds"  on page 28.
Transamerica Premier Equity Fund
  * We seek to maximize long-term growth for this Fund.
  * We invest primarily in common stocks of growth companies that we consider to
  be premier  companies that are under-valued in the stock market. * The Fund is
  intended for investors who wish to  participate  primarily in the common stock
  markets.  Investors  should  have the  perspective,  patience,  and  financial
  ability to take on above-average  stock market volatility in a focused pursuit
  of long-term capital growth. * See page 15 for more details.
Transamerica Premier Index Fund
  * 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  Fund.  * 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 Fund 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. *
  See page 17 for more details.
Transamerica Premier Bond Fund
  * We seek to achieve a high total return  (income plus capital  changes)  from
  fixed income  securities  consistent  with  preservation of principal for this
  Fund. * We invest  primarily in a diversified  selection of  investment  grade
  corporate and government bonds and mortgage-backed  securities.  * The Fund is
  intended for investors who wish to invest in a diversified portfolio of bonds.
  Investors should 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  gains  from
  undervalued bonds. * See page 19 for more details.
Transamerica Premier Balanced Fund
  * 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 Fund. * We invest in a
  diversified  selection of common stocks,  bonds, and money market  instruments
  and other short-term debt securities. * The Fund 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. * See page 21 for more details.
Transamerica Premier  Short-Intermediate  Government Fund * We seek to achieve a
  high level of current  income with the  security of  investing  in  government
  securities  for this  Fund.  * We  generally  invest in  securities  issued or
  guaranteed by the U.S. government,  its agencies or instrumentalities,  or its
  political subdivisions.  The Fund will have a dollar-weighted average maturity
  of more than two years,  but less than five years.  * The Fund 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 the
  additional  price  fluctuation for the advantage of earning  generally  higher
  returns than is  available  from money  market  funds.  * See page 23 for more
  details.
Transamerica Premier Cash Reserve Fund
  * We seek to maximize current income from money market  securities  consistent
  with liquidity and  preservation of principal for this Fund. * This is a money
  market fund. We invest primarily in high quality U.S. dollar-denominated money
  market instruments with remaining  maturities of 13 months or less. * The Fund
  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  Fund may be a  suitable  investment  for  temporary  or
  defensive purposes and may also be appropriate as part of an overall long-term
  investment strategy. * See page 25 for more details.


#









                                          The Funds at a Glance

#

                                          The Funds at a Glance

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

#

                                                  Fund Expenses

Fund Expenses
Each Fund bears the costs of its  operations.  These costs may include,  but are
not  limited  to,  fees for  investment  management,  distribution,  shareholder
services,  independent directors,  professional and brokerage services, security
pricing services, custody, transfer agency,  recordkeeping services,  insurance,
federal and state registration, amortized expenses, taxes, and any extraordinary
expenses.
    Each Fund 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.  Fund 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 56.  ADVISER  SHARES  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 for an  Individual  Retirement  Account
("IRA") or 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 1-800-892-7587.

#

                                                  Fund Expenses

Shareholder Transaction Expenses
Shareholder transaction expenses are charges you pay at the time you buy or sell
shares in a Fund.

                                                             Short Interm  Cash
Transaction Expenses      Equity  Index    Bond   Balanced   Government Reserve
Sales Charge on Purchases1 None    None    None   None       None        None
Redemption Fee             None    None    None   None       None        None
Sales Charge on
Reinvested Dividends       None    None    None   None       None        None
Exchange Fee               None    None    Non    None       None        None
Contingent Deferred
Sales Charge               None    None    Non    None       None        None


Estimated  Annual Fund  Operating  Expenses (as a percent of average net assets)
Annual  Fund  Operating  Expenses  are paid at a daily  rate  out of the  Fund's
assets.  We calculate the share price and any dividends after these expenses are
recorded.
<TABLE>
<CAPTION>
                                                            Other          Total Operating
Transamerica                                                Expenses      Expenses After
Premier                    Adviser Fee                      After Reim-Waiver and
Fund                       After Waiver212b-1 Fee3          bursement4  Reimbursement5
<S>                        <C>              <C>             <C>            <C>  
 Equity                    0.85%            0.25%           0.40%          1.50%
 Index                     0.30%            0.10%           0.30%          0.70%
 Bond                      0.60%            0.25%           0.45%          1.30%
 Balanced                  0.75%            0.25%           0.45%          1.45%
 Short-Intermediate
 Government                0.50%            0.25%           0.10%          0.85%
 Cash Reserve              0.35%            0.10%           0.25%          0.70%
</TABLE>


The preceding  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. Without any
fee  waiver  by  the  Investment   Adviser  or  expense   reimbursement  by  the
Administrator,  the estimated total operating expenses for the first year of the
Funds' operation, based on $50 million of assets in each Fund, are 3.26%, 2.77%,
3.10%, 3.16%, 2.90% and 2.62%, respectively.

#

                                                  Fund Expenses

Example
Using the previous tables of transaction  expenses and operating  expenses,6 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.  We may assess an annual fee
against  accounts used as IRA's or SEP's.  For more information on this fee, see
"IRA Accounts" on page 36. Transamerica Premier Fund 1 Year 3 Years
 Equity                                    $15        $47
 Index                                     $ 7        $22
 Bond                                      $13        $41
 Balanced                                  $15        $46
  Short-Intermediate Government            $ 9        $27
 Cash Reserve                              $ 7        $22


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.

1. 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. 2. See "Adviser Fee" on page 51. 3. 12b-1 fees cover costs
of advertising and marketing the Funds.  For more information on 12b-1 fees, see
"Distribution Plan" on page 53. 4. "Other Expenses" are those incurred after any
reimbursements  to the Fund by the  Administrator.  See "The Management Team" on
page 14. Other expenses  include  expenses not covered by the Adviser Fee or the
12b-1  fee.  See  "Distribution  Plan" on page 53.  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. 5. "Total Operating Expenses" include
adviser fees, 12b-1 fees, and other expenses that a Fund incurs.  The Investment
Adviser has agreed to waive their Adviser Fee and the  Administrator  has agreed
to assume  any other  operating  expenses  for each  Fund,  other  than  certain
extraordinary  or  non-recurring  expenses,  which  together  exceed a specified
percentage  of the  average  daily net assets of that Fund until the  earlier of
October  1, 1996 or such time as the  Fund's  assets  exceed  $50  million.  The
specified  percentages  are 1.50% for the  Premier  Equity  Fund,  0.70% for the
Premier  Index  Fund,  1.30% for the  Premier  Bond Fund,  1.45% for the Premier
Balanced Fund,  0.85% for the Premier  Short-Intermediate  Government  Fund, and
0.70% for the Premier Cash Reserve  Fund.  The  Administrator  may, from time to
time,  assume   additional   expenses.   Fee  waivers  and  expense   assumption
arrangements,  which may be terminated at any time without notice, will increase
a Fund's  yield.  6. The  expenses in the example  assume no fees for IRA or SEP
accounts.

#

                                                  Fund Performance

Fund Performance
The following table shows how the Funds' (Investor Class)  performance  compares
to recognized industry indexes, since the Funds' inception on October 2, 1995.
    Rates of return  shown are  calculated  using  time-weighted  total  rate of
return.  Total return figures to December 31, 1995 are audited.  Unaudited total
returns to February  29, 1996 are  provided to give you more recent  performance
information.
<TABLE>
<CAPTION>
                       February 29, 1996 December 31, 1995
Transamerica Premier Funds                          NAV 1    Total Return 2         NAV 1    Total Return 2
<S>                                              <C>       <C>           <C>      <C>   
 Premier Equity Fund                             $10.27    4.79%         $9.82      1.80)%
 S&P 500                                                     4.36%                 6.02%

 Premier Index Fund                              $10.96    4.06%        $10.59     5.90%
 S&P 500                                                     4.36%                 6.02%

 Premier Bond Fund                                $9.99  (2.71)%        $10.37     4.82%
 Lehman Brothers Government/Corporate Bond Index(4.45)%                   4.66%

 Premier Balanced Fund                           $10.42    2.47%        $10.23  2.30%
 50% Lehman Brothers Government/Corporate Bond Index
 50% S&P 500                                                (0.05)%                5.34%

 Premier Short-Intermediate Government Fund    $10.07     (0.49)%     $10.25      3.49%
 Lehman Brothers Intermediate-Term
 Government Bond Index                                      (0.22)%                3.34%

 Premier Cash Reserve Fund                        $1.00    5.12%*         $1.00  5.55%*
 IBC/Donoghue First Tier Index 3                             4.74%*                 5.12%*
</TABLE>

*Seven-day  annualized  current  yield as of December  31, 1995 and February 29,
1996.

1 Net asset value.
2 Total Return for period beginning October 2, 1995 (commencement of operations)
  to December 31, 1995 and January 1, 1996 to February 29, 1996.
3 IBC's Money Fund  Reporttrademark-All  Taxable,  First Tier.  The Standard and
Poor's 500 Index ("S&P 500") consists of 500 widely held, publicly traded common
stocks.  The Lehman  Brothers  Government/Corporate  Bond Index is a broad-based
unmanaged index of all government and corporate bonds that are investment  grade
with at least one year to maturity.  The Standard & Poor's 500  Composite  Stock
Price  Index and the  Lehman  Brothers  Government/Corporate  Bond  Index do not
reflect  any  commissions  or  fees  which  would  be  incurred  by an  investor
purchasing  the  securities  represented  by each  index.  The IBC's  Money Fund
Reporttrademark-All  Taxable,  First Tier is a composite of taxable money market
funds that meet the SEC's definition of first tier securities  contained in Rule
2a-7  under  the   Investment   Company  Act  of  1940.  The  IBC's  Money  Fund
Reporttrademark-All Taxable, First Tier does not reflect any commissions or fees
which would be incurred by an investor  purchasing the securities it represents.
The Lehman Brothers Intermediate-Term  Government Bond Index is comprised of all
publicly  issued,  non-convertible  debt of the U.S.  government  or any  agency
thereof,  quasi-federal corporations,  and corporate debt guaranteed by the U.S.
government with  maturities of between one and ten years.  Note: All performance
information  cited here  represents  past  performance  and is not indicative of
future  results.  If  the  Investment  Adviser  had  not  waived  fees  and  the
Administrator  had not reimbursed  expenses,  the aggregate total returns of the
Funds would have been lower.

#

                                                  Financial Highlights

Financial Highlights
Period ended December 31, 1995*

The information in the following table of financial  highlights has been audited
by Ernst & Young LLP, the Funds' independent auditors,  whose unqualified report
is included in the Funds' 1995 annual report which is  incorporated by reference
in the Statement of Additional Information.The following table includes selected
data  for a share  outstanding  throughout  the  period  and  other  performance
information derived from the financial statements.

<TABLE>
<CAPTION>
                                                                                                      Transamerica
                                                                                                      Premier          Transamerica
                                   Transamerica        Transamerica     Transamecia   Transamerica    Short-           Premier
Investor Class                     Premier             Premier          Premier       Premier         Intermediate     Cash Reserve
                                   Equity Fund         Index Fund       Bond Fund     Balanced Fund   Government Fund  Fund    




Net Asset Value
<S>                                <C>                  <C>             <C>            <C>         <C>                   <C>   
Beginning of period                $10.00               $10.00             $10.00         $10.00      $10.00                $1.00 

Investment Operations              
Net investment income (1)           0.02                 0.06              0.16           0.06          0.15                 0.01
Net realized and
    unrealized gain (loss)         (0.20)                0.53              0.32            0.17           0.20                  -
Total from investment operations   (0.18)                0.59              0.48            0.23         0.35                 0.01

Distributions to
Shareholders from:
Net investment income                -                    -                (0.11)              -         (0.10)             (0.01)

Net asset value
End of period                       $9.82               $10.59             $10.37         $10.23         $10.25             $1.00

TOTAL RETURN (2)                   (1.80)%               5.90%             4.82%          2.30%           3.49%             1.39%

Ratios and Supplemental Data
Ratio of expenses to
    average net assets (3) (4)     0.25%                0.25%              0.25%          0.25%          0.25%                0.25%
Ratio of net income to
    average net assets (4)         1.51%                2.70%              6.55%          3.12%          5.88%                5.55%
Portfolio turnover rate (4)         0%                   4%                19%            16%            260%                  N/A
Net assets at end of period        $11,070,182         $6,933,960        $11,826,508    $12,083,554    $3,436,050       $27,996,475
</TABLE>


*Each Fund commenced operations on October 2, 1995.
(1) Net  investment  income is after  waiver of certain  fees by the  Investment
Adviser and reimbursement of certain expenses by the  Administrator  (see Note 2
to the financial statements).  If the Investment Adviser had not waived fees and
the Administrator had not reimbursed expenses,  net investment income (loss) per
share would have been $(0.01) for the Transamerica  Premier Equity Fund, $(0.03)
for the Transamerica Premier Index Fund, $0.12 for the Transamerica Premier Bond
Fund,   $0.02  for  the   Transamerica   Premier   Balanced   Fund,   $0.09  for
theTransamerica  Premier  Short-Intermediate  Government Fund, and $0.01 for the
Transamerica  Premier Cash Reserve Fund. (2) Total return  represents  aggregate
total  return  for  the  period  indicated  and  is not  annualized.  (3) If the
Investment  Adviser had not waived fees and the Administrator had not reimbursed
expenses,  the ratio of operating expenses to average net assets would have been
2.44% for the  Transamerica  Premier  Equity  Fund,  4.17% for the  Transamerica
Premier Index Fund, 1.96% for the Transamerica  Premier Bond Fund, 2.16% for the
Transamerica   Premier  Balanced  Fund,  2.54%  for  the  Transamerica   Premier
Short-Intermediate  Government Fund, and 1.39% for the Transamerica Premier Cash
Reserve Fund. (4) Annualized.

#

#

                                                  Financial
                         Highlights--(Unaudited)

Financial Highlights
Period January 1, 1996 to February 29, 1996

The following table includes selected data for a share outstanding throughout

the period and other performance information. This data is unaudited.
<TABLE>
<CAPTION>

                                                                                                      Transamerica
                                                                                                      Premier          Transamerica
                                   Transamerica        Transamerica     Transamecia   Transamerica    Short-           Premier
Investor Class                     Premier             Premier          Premier       Premier         Intermediate     Cash Reserve
                                   Equity Fund         Index Fund       Bond Fund     Balanced Fund   Government Fund  Fund    


<S>                              <C>                  <C>              <C>            <C>           <C>               <C>  
Beginning of period                  $ 9.82               $10.59           $10.37         $10.23        $10.25            $1.00

Income From Investment Operations
Net Investment Income (1)             0.00                 0.07            0.09           0.02        0.09                 0.01   
Net realized and unrealized gain      0.47                 0.36            (0.37)         0.23        (0.14)                0.00
Total from investment operations      0.47                 0.43            (0.28)         0.25        (0.05)                0.01

Distributions To Shareholders From:
Net investment income                (0.02)               (0.06)           (0.10)         (0.06)      (0.10)               (0.01)
Net realized gains                    0.00                 0.00            0.00           0.00        (0.03)                0.00
Total distributions
    to shareholders                  (0.02)               (0.06)           (0.10)         (0.06)     (0.13)               (0.01)

Net asset value
End of period                       $10.27               $10.96            $9.99          $10.42      $10.07                $1.00

Total Return (2)                      4.79%                4.06%           (2.71)%        2.47%       (0.49)%               0.89%

Ratios and Supplemental Data
Ratio of expenses to
    average net assets (3) (4)        1.50 %              0.70%            1.30%          1.45%         0.85%                0.25%
Ratio of net income to
    average net assets (4)              (0.38)%           2.61%            5.52%          1.51%         5.23%                5.44%
Portfolio turnover rate (4)            3%                  34%             23%            22%           296%                  N/A
Net assets at end of period           $18,893,369        $7,478,636        $11,678,373  $12,876,625     $3,455,064      $27,897,125

</TABLE>

(1) Net investment income is after waiver of fees by the Investment Adviser and
 reimbursement of certain expenses by the
Administrator (see Note 2 to the financial statements). If the Investment
Adviser had not waived fees and the Administrator  had not reimbursed  expenses,
net  investment  income  (loss)  per  share  would  have  been  $(0.01)  for the
Transamerica Premier Equity Fund, $0.04 for the Transamerica Premier Index Fund,
$0.08 for the Transamerica Premier Bond Fund, $0.01 for the Transamerica Premier
Balanced Fund, $0.05 for the Transamerica Premier Short-Intermediate  Government
Fund, and $0.01 for the Transamerica Premier Cash Reserve Fund. (2) Total return
represents   aggregate  total  return  for  the  period  indicated  and  is  not
annualized.  (3)  If  the  Investment  Adviser  had  not  waived  fees  and  the
Administrator had not reimbursed  expenses,  the ratio of operating  expenses to
average net assets  would have been 2.27% for the  Transamerica  Premier  Equity
Fund, 4.52% for the Transamerica  Premier Index Fund, 2.15% for the Transamerica
Premier Bond Fund, 2.39% for the  Transamerica  Premier Balanced Fund, 3.17% for
the Transamerica Premier  Short-Intermediate  Government Fund, and 1.34% for the
Transamerica Premier Cash Reserve Fund. (4) Annualized.

#

#

                                                  The Management Team

The Management Team
Responsibility  for the management and  supervision of the Company and its Funds
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.
    The Funds' Investment Adviser is Transamerica Investment Services, Inc. (the
"Investment Adviser"),  1150 South Olive Street, Los Angeles,  California 90015.
The Investment Adviser's duties include, but are not limited to: (1) supervising
and managing the investments of each Fund and directing the purchase and sale of
its  investments;  and (2)  ensuring  that  investments  follow  the  investment
objective, strategies, and policies and comply with government regulations.
    The Funds'  Administrator is Transamerica  Occidental Life Insurance Company
(the "Administrator"),  1150 South Olive Street, Los Angeles,  California 90015.
The  Administrator's  duties include,  but are not limited to: (1) providing the
Funds with  administrative and clerical  services,  including the maintenance of
the  Funds'  books  and  records;  (2)  registering  the  Fund  shares  with the
Securities and Exchange  Commission  (the "SEC") and with those states and other
jurisdictions  where its  shares  are  offered  or sold and  arranging  periodic
updating of the Funds' prospectus;  (3) providing proxy materials and reports to
Fund  shareholders and the SEC; and (4) providing the Funds with adequate office
space and all necessary office equipment and services.
    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. For more information on Fund management,  see "Investment Adviser and
Administrator"  on page 50. The Funds in Detail Fund Objectives,  Strategies and
Policies The investment  objectives,  strategies,  and policies of each Fund are
described  below.  There is also a section  for each Fund  giving some points to
consider when investing in that Fund's shares. The "Some Points to Consider When
Investing"  section is designe d to suggest  circumstances for investing in that
Fund,  and  give  you a  better  understanding  of  the  Fund.  Fund  Risks  The
"Investment Procedures and Risk Considerations for the Funds" section on page 28
details  specific  risks of the types of  securities  in which the Funds invest.
Transamerica  Premier  Equity  Fund  Investment  Objective  We seek to  maximize
long-term  growth for this Fund.  Investment  Strategies  and Policies We invest
primarily in common  stocks of growth  companies  that we consider to be premier
companies that are undervalued in the stock market. We believe premier companies
have:
  *  managements  that  demonstrate  their  outstanding  capabilities  through a
  combination of superior track records and well-defined plans for the future;
* low cost proprietary products;
* dominance in market share or specialized  market niches; * strong earnings and
cash flows to finance future growth; or
  * shareholder orientation by increasing dividends, stock repurchases, and
  strategic acquisitions.
    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 proliferation of communication and information technologies;
c) the shift toward financial assets rather than real estate or other
tangible assets; and d) the continuing increase in U.S. productivity.
    We focus on growth stocks for this Fund. We will  generally  invest at least
65% of the  Fund's  assets in common  stocks.  We may also  invest in  preferred
stocks,  warrants, and bonds convertible into common stocks. When the Investment
Adviser determines that market conditions  warrant,  the Fund may invest without
limit in cash and cash equivalents for temporary defensive  purposes.  It is not
expected  to be used  routinely.  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 Fund. See  "Transamerica  Premier
Cash Reserve Fund" on page 25.
    We may buy foreign securities if they meet the same criteria described above
for the  Fund's  investments  in  general.  We may  invest as much as 20% of its
assets in foreign securities. At times the Fund 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.  Some Points To Consider  When
Investing  Since we invest  primarily  in common  stocks,  our  investments  are
subject to stock  market price  volatility.  Price  volatility  means that stock
prices can go up or down due to a variety of economic and market conditions.
    However,  we attempt to lessen price volatility 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 Fund is constructed one stock at
a time.  Each company  passes  through our  research  process and in our opinion
stands on its own merits as a viable  investment.  Our  proprietary  fundamental
research is designed to identify  companies  with  potential for  improvement in
profitability  and acceleration of growth. We believe a rising stock market will
tend to provide significant  opportunities for these fundamental improvements to
be reflected in stock prices.  We believe  these stocks to have stable  inherent
value  under most  circumstances  and tend to be better  protected  in a general
declining market.
    The Fund 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 Fund is intended to be a long-term  investment.
Transamerica  Premier  Index  Fund  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 Fund.  Investment  Strategies and
Policies To achieve the Fund's  objective,  we use a  combination  of management
techniques.  We purchase  common stocks,  S&P 500 Stock Index  futures,  S&P 500
Stock Index options,  and short-term  instruments  in varying  proportions.  For
common stocks,  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.
    The S&P 500  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 Sto ck 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 31, 1995,  the five  companies  with the
largest  weighting  in  the  Index  were:  *  General  Electric  (1.6%),  * AT&T
Corporation (1.4%), * Exxon Corporation (1.3%), * Coca Cola (1.3%), and * Philip
Morris Companies (1.0%).  The Investment  Adviser routinely  compares the Fund's
composition to the Index and rebalances the Fund as required.
    We may invest in instruments, other than common stocks, whose return depends
on stock  market  prices.  They include S&P 500 Stock Index  futures  contracts,
options on the Index, options on futures contracts,  and debt securities.  These
are derivative securities whose returns are linked to the returns of the S&P 500
Index.  These  investments  are made  primarily to help the Fund track the total
return of the  Index.  The use of S&P 500 Index  derivatives  allows the Fund to
achieve  close  correlation  with the  Index  on a  cost-effective  basis  while
maintaining  liquidity.  Purchase of futures and options  requires  only a small
amount of cash to cover the Fund's  position and  approximate the price movement
of the  Index.  In order to avoid  leverage,  any cash which we do not invest in
stocks or in futures and options we invest in short-term  debt securities of the
same  type as the  Transamerica  Premier  Cash  Reserve  Fund  can  invest.  See
"Transamerica Premier Cash Reserve Fund" on page 25. These investments allow the
Fund to approximate  the dividend  yield of the Index,  to cover the Fund's open
positions in the S&P 500 Index derivatives, and to help offset transaction costs
and other expenses not incurred by the unmanaged  Index. For more information on
derivatives,  see the section on "Options,  Futures,  and Other  Derivatives" on
page 33 of this Prospectus, and also in the Statement of Additional Information.
    The  Transamerica  Premier  Index Fund is not  affiliated  with,  sponsored,
endorsed,  sold or  promoted by  Standard & Poor's  Corporation.  Some Points to
Consider When Investing The performance of the  Transamerica  Premier Index Fund
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 Fund
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 impeded by such  expenses.
The Fund's  return  versus  the  Index,  and its  monthly  correlation  with the
movement of the Index, will be reviewed by the Fund's management and reported to
the Board.
    The  Portfolio  turnover  rate may be as high as 200%.  This may  result  in
higher  transaction  costs and tax consequences  than for a less actively traded
fund, but the Investment  Adviser believes that such turnover will not adversely
affect  the   Fund's   performance.   See   "Investment   Procedures   and  Risk
Considerations for the Funds" on page 28 for more information on turnover.
    The Fund 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  Fund,  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 Fund is intended to be
a long-term  investment.  Transamerica Premier Bond Fund Investment Objective We
seek to achieve a high total return  (income plus  capital  changes)  from fixed
income  securities  consistent  with  preservation  of principal  for this Fund.
Investment  Strategies  and  Policies We invest in a  diversified  selection  of
corporate  and  government  bonds and  mortgage-backed  securities.  Through our
proprietary  evaluation and credit research,  we attempt to identify bonds whose
potential to outperform  other  similar  bonds,  by virtue of underlying  credit
strength  and market  mispricing,  is not fully  reflected  in the current  bond
market  valuations.  By  actively  managing  the Fund,  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 Fund'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  Fund'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 32 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 55.
    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 "Mortgage- Backed and
Asset-Backed Securities" on page 34 and the Statement of Additional Information.
    We may buy foreign  securities  and other  instruments if they meet the same
criteria described above for the Fund's investments in general. We may invest as
much as 20% of the Fund's  assets in foreign  securities.  At times the Fund may
have no foreign investments. See "Foreign Securities" on page 32.
    If a security in the Fund 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 Fund to more than 35%.  See  "Summary of Bond  Ratings" on page 55 and "High
Yield  ('Junk')  Bonds" on page 32 for a  description  of bond  ratings and junk
bonds.
    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 Fund. See  "Transamerica  Premier Cash Reserve Fund" on page 25. We
may also invest in options and futures  contracts on other  securities or groups
of securities and preferred stock. See "Options,  Futures and Other Derivatives"
on page 33 and in the Statement of Ad ditional Information. 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  Transamerica  Premier  Bond Fund 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 Fund's  assets,  the price of the Fund'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 Fund is intended to be a long-term investment.
    The  longer  maturity  bonds in which we  primarily  invest  tend to produce
higher income than bonds with shorter  maturities.  Longer  maturity  bonds also
tend to vary more in price in response to changes in interest  rates.  The basic
quality of the bonds,  which are primarily  investment  grade,  tends to provide
some safety of principal.
    In general,  lower-rated  bonds,  which are a much lesser  component  of the
Fund, 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.  Transamerica  Premier  Balanced Fund 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 Fund.  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 Fund's
assets.  Therefore, we may shift the portions held in bonds and stocks according
to business and investment  conditions.  The Fund may hold equity, fixed income,
and cash  securities in any  proportion,  although at all times it will not hold
less  than  25% of its  assets  in  non-convertible  debt  securities.  When the
Investment  Adviser  determines  that market  conditions  warrant,  the Fund may
invest  without  limit,  in cash or cash  equivalents  for  temporary  defensive
purposes.  To the extent that the Fund is so invested,  it is not  achieving the
investment objectives of the Fund.
    In general,  common stocks represent 60-70% of the Fund's total assets, with
the remaining 30% to 40% of the Fund's assets  primarily  invested in investment
grade  bonds as rated by either  Moody's or S&P and cash (or cash  equivalents).
The Fund holds common stocks  primarily to provide  long-term  growth of capital
and income.  Changes in the asset mix may be made to increase the bond  position
of the fund and to help achieve the Fund's  objectives  of  long-term  growth as
well as capital preservation.
    The stocks in the  Transamerica  Premier  Balanced Fund are generally growth
companies that we consider to be premier  companies and 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 Fund in a similar manner as we do the Transamerica Premier Equity
Fund, although the selection of securities may differ. See "Transamerica Premier
Equity Fund" on page 15.
    We invest the fixed income portion of the Fund in a diversified selection of
corporate and U.S.  government bonds and mortgage-backed  securities.  We manage
this portion in a similar  manner as we do the  Transamerica  Premier Bond Fund,
although the selection of securities may differ. See "Transamerica  Premier Bond
Fund" on page 19.  The  fixed  income  assets  are  normally  at least  65% high
quality,  investment  grade  bonds  with  maturities  of between 5 and 30 years.
Non-investment  grade bonds held in the fixed income portion of the Fund will be
less than 20% of the Transamerica  Premier Balanced Fund's net assets.  For more
information on  non-investment  grade bonds, see "High-Yield  ('Junk') Bonds" on
page 32 and the Statement of Additional Information.
    The Fund may also hold certain short-term fixed income  securities.  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 Fund. See "Transamerica Premier Cash Reserve Fund" on page 25.
    We may buy foreign  securities  and other  instruments if they meet the same
criteria described above for the Fund's investments in general. We may invest as
much as 20% of the Fund's  assets in foreign  securities.  At times the Fund may
have no foreign  investments.  Foreign stock securities  purchased by us will be
those traded on the U.S. exchanges as American Depositary Receipts ("ADR's"). We
may also invest in stock and bond index futures and options to a limited extent,
as well as preferred stocks.  Some Points to Consider When Investing In general,
the Fund 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 Fund 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 Fund 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 Fund is intended to be a
long-term investment.  Transamerica Premier  Short-Intermediate  Government Fund
Investment  Objective We seek to achieve a high level of current income with the
security  of  investing  in  government  securities  for this  Fund.  Investment
Strategies and Policies We generally invest at least 65% of the Fund's assets in
securities  issued  or  guaranteed  by the  U.S.  government,  its  agencies  or
instrumentalities,   or  its  political  subdivisions.  The  Fund  will  have  a
dollar-weighted  average  maturity  of more than two  years,  but less than five
years. The maturity of individual instruments may range from less than one to as
much as thirty years. Our goal is to offer higher income than money market funds
with  greater  price  stability  than most bond  funds.  Because  of the  Fund'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 invest in U.S. Treasury Bills,  notes and bonds. 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 a borrowing  facility  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.  In a period of rising
interest rates, prepayments would be expected to decline,  extending the average
life of these  securities and increasing  their price  volatility in relation to
fixed-maturity  government securities.  In certain situations,  this may require
the Fund to sell securities below their cost. For more information on prepayment
risk see the section on "Current Income Risk" under "A General  Discussion About
Risk"  on  page  27  and  the  section  on  "Mortgage-Backed   and  Asset-Backed
Securities" on page 34.
    We may also  invest  up to 35% of the  Fund's  assets  in  investment  grade
corporate  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").  For more  information  on S&P and  Moody's  ratings,  see
"Summary of Bond Ratings" on page 55. 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 33. 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 Fund. See "Transamerica  Premier Cash Reserve
Fund"  on page 25.  Some  Points  to  Consider  When  Investing  Generally,  the
Transamerica Premier Short-Intermediate Government Fund is subject to relatively
low credit  risk.  This is because we invest  primarily 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,  although the Fund
itself is not guaranteed.  Under normal  conditions,  the Fund provides a higher
yield than money market funds  because of the  somewhat  longer  maturity of the
securities.  The high  quality  and the  limited  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, shorter-term bonds will decline less than longer-term bonds.
    In attempting  to achieve its  objective,  the Fund will actively  trade its
investments.  This may result in higher  transaction  costs and tax consequences
than for a less actively traded fund, but the Investment  Adviser  believes that
such turnover will not adversely  affect the Fund's  performance.  The portfolio
turnover  rate  may be as high as  300%.  See  "Investment  Procedures  and Risk
Considerations for the Funds" on page 28 for more information on turnover.
    The Transamerica Premier Short-Intermediate  Government Fund is intended for
investors  who wish to earn higher  income than is  available  from money market
funds.  However,  this Fund may have  more  short-term  volatility  than a money
market fund.  Investors  should have the  perspective and patience to accept the
additional  price  fluctuation  for the  advantage of earning  generally  higher
returns than is available  from money market  funds.  Transamerica  Premier Cash
Reserve Fund Investment  Objective We seek to maximize current income from money
market  securities  consistent with liquidity and  preservation of principal for
this Fund.  Investment  Strategies  and Policies This is a money market fund. We
invest   primarily  in  high  quality  U.S.   dollar-denominated   money  market
instruments of U.S. and foreign  issuers with remaining  maturities of 13 months
or less, including:
  * Obligations  issued or guaranteed  by the U.S. and foreign  governments  and
  their agencies or instrumentalities;  * Obligations of U.S. and foreign banks,
  or their foreign  branches,  and U.S.  savings banks;  * 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.
    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 foreign 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 foreign banks or domestic branches of foreign 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 buy these foreign securities and other instruments if
they meet the same  criteria  described  above  for the  Fund's  investments  in
general.  The Fund can invest up to 25% of its assets in obligations of Canadian
and other foreign issuers. At times the Fund 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 securities which present minimal credit risk as defined above, by maintaining
the average  maturity of the Fund's portfolio at 90 days or less, and by valuing
the Fund's  securities on an amortized cost basis.  Some Points to Consider When
Investing  The Fund  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 will vary, rising or falling with short-term rates generally.
The Fund's  yield will tend to lag behind the  changes in  interest  rates.  The
speed with which the Fund's yield  reflects  current market rates will depend on
how  quickly its  securities  mature and the amount of money  available  for new
investment.
    This Fund may be a suitable  investment for temporary or defensive purposes.
It may also be appropriate as part of an overall long-term  investment strategy.
THE TRANSAMERICA  PREMIER CASH RESERVE FUND IS NEITHER INSURED NOR GUARANTEED BY
THE UNITED STATES  GOVERNMENT,  AND THERE CAN BE NO ASSURANCE THAT THE FUND WILL
BE ABLE TO  MAINTAIN  A STABLE  NET  ASSET  VALUE OF $1.00  PER  SHARE.  What is
Fundamental? The investment objectives given for each Fund 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 Fund change, you should decide if the Fund
still  meets  your  financial  needs.  More  information  about  this  is in the
Statement of Additional Information.

#

                                                  The Funds in Detail

FOR THE TRANSAMERICA PREMIER EQUITY FUND, WE GENERALLY FOCUS ON GROWTH STOCKS

OF WHAT WE CONSIDER
TO BE PREMIER
COMPANIES.

#

                                                  The Funds in Detail

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

#

                                                  The Funds in Detail

THE  TRANSAMERICA  PREMIER  INDEX  FUND IS AN EASY WAY FOR YOU TO  INVEST IN THE
OVERALL STOCK MARKET SINCE THE FUND'S  OBJECTIVE IS TO TRACK THE  PERFORMANCE OF
THE S&P 500.

#

                                                  The Funds in Detail

#

                                                  The Funds in Detail

WE INVEST  PRIMARILY IN HIGH QUALITY,  INVESTMENT GRADE CORPORATE AND GOVERNMENT
BONDS  AND   MORTGAGE-BACKED   SECURITIES,   AND,   TO  A  LESSER   EXTENT,   IN
BELOW-INVESTMENT GRADE SECURITIES, FOREIGN SECURITIES, AND CASH EQUIVALENTS.

#

                                                  The Funds in Detail

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.

#

                                                  The Funds in Detail

THE NAME OF THE TRANSAMERICA PREMIER BALANCED FUND IS VERY DESCRIPTIVE. WE
ATTEMPT TO BALANCE LONG-TERM CAPITAL GROWTH (STOCKS) WITH CURRENT INCOME
(BONDS AND OTHER FIXED INCOME SECURITIES).

THE STOCKS IN THE PREMIER BALANCED FUND ARE USUALLY CONCENTRATED AMONG
PREMIER GROWTH COMPANIES. WE MANAGE THAT PORTION OF THE FUND MUCH LIKE WE
MANAGE THE TRANSAMERICA PREMIER EQUITY FUND.

#

                                                  The Funds in Detail

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

BY INVESTING IN BOTH STOCKS AND BONDS,  WE ATTEMPT TO LESSEN OVERALL  INVESTMENT
RISK.

#

                                                  The Funds in Detail

#

                                                  The Funds in Detail

#

                                                  The Funds in Detail

THE  TRANSAMERICA  PREMIER  CASH  RESERVE FUND OFFERS A PLACE TO KEEP YOUR MONEY
WHILE YOU ARE  CONSIDERING  IN WHICH  FUNDS TO  INVEST,  OR FOR YOUR  SHORT-TERM
NEEDS.

#

                                                  The Funds in Detail

THE TRANSAMERICA PREMIER CASH RESERVE FUND OFFERS THE CONVENIENCE OF A LOW RISK,
RELATIVELY  LOW COST  INVESTMENT.  YOU CAN GET AT YOUR  MONEY  SIMPLY BY WRITING
CHECKS,  JUST AS YOU DO WITH YOUR BANK  CHECKING  ACCOUNT  (ALTHOUGH  THERE IS A
MINIMUM CHECK AMOUNT OF $250). SEE "BY CHECK" ON PAGE 41 FOR MORE DETAILS.

#

                                                  A General Discussion About
                         Risk

A General Discussion About Risk
    It's  important  for you to  understand  the risks  inherent in investing in
different  kinds of funds,  such as our Funds.  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 Funds is subject to the following risks: 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.  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 32 and "Summary of Bond Ratings" on page 55.  Current Income Risk The Funds
receive  income,  either as interest or dividends,  from the securities in which
they have invested.  Each Fund pays out  substantially all of this income to its
shareholders as dividends.  See the footnote for "What About Taxes?" on page 47.
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 Funds  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  about risk is provided in the following  section
and in the Statement of Additional Information.

HOW YOU FEEL ABOUT RISK IS PERSONAL. RISK REFLECTS 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.

#

                                                  Investment Procedures and
                         Risk Considerations

Investment  Procedures and Risk  Considerations for the Funds Buying and Selling
Securities In general, we purchase and hold securities for each Fund 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 Fund's  investment  objective.  Fund  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.
    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 portfolio  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  has not  been  and will  not be a  consideration.  The  Investment
Adviser  buys and sells  securities  for each Fund  whenever  they believe it is
appropriate to do so.
    We cannot predict  precisely the turnover rates for these new Funds,  but we
expect that the annual  turnover  rates will  generally not exceed:  50% for the
Transamerica  Premier Equity Fund; 200% for the Transamerica Premier Index Fund;
100% for the Transamerica  Premier Bond Fund; 50% for the  Transamerica  Premier
Balanced  Fund;  and  300%  for  the  Transamerica  Premier   Short-Intermediate
Government Fund. We expect the turnover rate for the  Transamerica  Premier Cash
Reserve Fund to be zero for  regulatory  purposes.  A 100% annual  turnover rate
would occur if all of a Fund'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 Fund  consistent  with the Fund's
investment objective and policies.
    For more information, see "What About Taxes?", on page 47, and the Statement
of Additional Information.
Fund Lending As a way to earn additional  income, we may lend Fund securities to
creditworthy  persons not affiliated with the Funds.  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 three days  notice.  This
includes the right to call the loan to enable us to execute  shareholder  voting
rights.  Such loans  cannot  exceed  one-third of the Fund's net assets taken at
market  value.  Interest on loaned  securities  cannot  exceed 10% of the annual
gross  income of the Fund  (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 Fund's securities.  Borrowing Policies of the Funds
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 Fund's total
assets. To secure borrowings,  we can mortgage or pledge securities in an amount
up to one-third of a Fund's net assets. If we borrow money, a Fund's share price
may be subject to greater  fluctuation until the borrowing is paid off. The Fund
will not make any additional investments,  other than through reverse repurchase
agreements,  while the level of borrowing exceeds 5% of the Fund's total assets.
For  more i  nformation  on  reverse  repurchase  agreements  see  the  "Reverse
Repurchase Agreements and Leverage" section below.  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
Fund'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 Funds or their securities.
    We will not  invest in  repurchase  agreements  maturing  in more than seven
days,  if that would  result in more than 10% of the Fund's net assets  being so
invested when taking into account the remaining days to maturity of our existing
repurchase  agreements.  Reverse Repurchase Agreements and Leverage We may enter
into reverse  repurchase  agreements  with Federal Reserve member banks and U.S.
securities  dealers from time to time. In a reverse  repurchase  transaction  we
sell  securities and  simultaneously  agree to repurchase  them at a price which
reflects an  agreed-upon  rate of interest.  We will use the proceeds of reverse
repurchase agreements to make other investments which either mature or are under
an agreement to resell at a date simultaneous with or prior to the expiration of
the  reverse  repurchase  agreement.  The Fund may  utilize  reverse  repurchase
agreements only if the interest income to be earned from the investment proceeds
of the  transaction  is  greater  than  the  interest  expense  of  the  reverse
repurchase transaction.
    Reverse  repurchase  agreements are a form of leverage  which  increases the
opportunity for gain and the risk of loss for a given change in market value. In
addition,  the gains or losses  will  cause  the net asset  value of the  Fund's
shares to rise or fall faster than would  otherwise be the case.  There may also
be a risk of delay in the recovery of the underlying securities, if the opposite
party has financial difficulties.
    A Fund's  obligations  under all borrowings,  including  reverse  repurchase
agreements,  will not exceed  one-third  of the Fund's net  assets.  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. The market price
of the  securities  at the time of  delivery  may be higher or lower  than those
contracted  for  on the  when-issued  security,  and  there  is  some  risk  the
transaction may not be consummated. We maintain a segregated account for each of
the Funds 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.
    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 Internal Revenue Code of 1986, as amended,  (the "Code"). We
will make  short  sales  only if the total  amount of all short  sales  does not
exceed 10% of the Fund.  This  limitation can be changed at any time.  Municipal
Obligations We may invest in municipal  obligations for any Fund, except for the
Transamerica Premier Index Fund. This includes the equity Funds 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 are predominantly  speculative  because they 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  prices of junk  bonds tend to be more
reflective of prevailing economic and industry  conditions,  the issuers' unique
financial  situations,  and the bonds' coupon than to small changes in the level
of  interest  rates.  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  Funds,  unless we deem such  securities to be the
equivalent of investment grade securities. See "Summary of Bond Ratings" on page
55 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  Funds,  except the  Transamerica  Premier  Index Fund and the  Transamerica
Premier  Short-Intermediate  Government Fund. Foreign equity investments for the
Transamerica  Premier Equity Fund and the Transamerica Premier Balanced Fund are
limited to 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 Fund. These risks are discussed under "A General  Discussion About Risk" on
page 27. Options,  Futures,  and Other Derivatives We may use options,  futures,
forward contracts, and swap transactions  ("derivatives") for each of the Funds.
However,  we do not currently use, nor  anticipate  using,  derivatives  for the
Transamerica  Premier Cash Reserve  Fund.  We may seek to protect a Fund 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,  or we may 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 Fund'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. However, the Transamerica Premier Index Fund
will use derivatives as part of its strategy to match the performance of the S&P
500 Index.
    Risks in the use of these 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 Fund 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 Fund
and the Transamerica Premier Short-Intermediate  Government Fund are more likely
to  invest  in  such  securities  than  the  other  Funds.  Mortgage-backed  and
asset-back ed 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 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 are more likely to decrease during periods of rising interest rates,
causing  the  expected  average  life to  become  longer.  This  variability  of
prepayments  will tend to limit  price  gains  when  interest  rates drop and to
exaggerate  price  declines when interest  rates rise.  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 fluctuati ons than interest-paying securities
of comparable term and quality. Illiquid Securities We may invest up to 15% of a
Fund's net assets in securities that are illiquid,  except that the Transamerica
Premier  Cash  Reserve  Fund 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 Funds'  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
Fund,  except for the  Transamerica  Premier  Equity Fund.  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 Fund'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  Fund.  We intend to keep  these  investments  to a
minimum.  Shareholder Services Our goal is to make your investment in our Funds,
and the  ongoing  account  servicing,  as simple as  possible  by  offering  the
following shareholder services:

  *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 Fund you select.  *Automatic  Exchange Plan - allows you to
  specify an amount to be  automatically  withdrawn  from one Fund and deposited
  into another Fund on a regular basis, once or twice a month. *Automatic Income
  Plan - you can receive  automatic  monthly  payments from your Fund 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 Program,  you can write checks for $250 or more
  against your  Transamerica  Premier Cash  Reserve  Fund  account.  *Individual
  Retirement Account (IRA) - we will administer your IRA.


WE HAVE THE ABILITY
TO BUY AND SELL
SECURITIES AS OFTEN AS WE WISH IN ORDER
TO ACHIEVE A FUND'S INVESTMENT
OBJECTIVE.

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                                                  Investment Procedures and
                         Risk Considerations

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                                                  Investment Procedures and
                         Risk Considerations

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                                                  Investment Procedures and
                         Risk Considerations

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                                                  Investment Procedures and
                         Risk Considerations

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                                                  Investment Procedures and
                         Risk Considerations

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                                                  Investment Procedures and
                         Risk Considerations

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                                                  Shareholder Services

WHETHER YOU ARE A NEW INVESTOR, OR YOU ARE A CURRENT SHAREHOLDER, YOU CAN
CALL 1-800-89-ASK-US  TO OBTAIN INFORMATION ABOUT YOUR ACCOUNT, OR TO INVEST
IN ANY OF THE TRANSAMERICA PREMIER FUNDS.

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

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                                                  Shareholder Services

Opening Your Account
To open an account,  complete  the  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
    P.O. Box 9232
    Boston, MA 02205-9232
    If you need help in filling out your  application,  call one of our customer
service  representatives  at  1-800-89-ASK-US.  We will  walk  you  through  the
application and help you understand  everything.  IRA Accounts You can establish
an Individual  Retirement Account ("IRA"), for yourself or under your employer's
Simplified  Employee Pension ("SEP"), or other comparable program allowed by the
Internal Revenue Service with us. Contributions to an IRA may be deductible from
your taxable  income,  depending on your  personal  tax  situation.  Please call
1-800-89-ASK-US for your IRA application kit, or for additional information. 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 Fund IRA. If you want to rollover  distributions from your
pension  plan to an IRA in one or  more of the  Funds,  the  money  must be paid
directly by your pension plan administrator to Transamerica Investors to avoid a
20% federal withholding tax. See "What About Taxes?" on page 47.
    There  is an  annual  fee of $10  per  Fund in  which  you  own  shares  for
administering  your IRA.  This is  limited  to a maximum  annual  fee of $36 per
taxpayer  identification number. We will waive this fee if the combined value of
all  shares  in  your  IRA  accounts  is  $5,000  or more  when  the fee is due.
Alternatively,  you can pay a one-time,  non-refundable  fee of $100 for all IRA
accounts that are maintained under the same taxpayer  identification number. You
may pay the fee to us, otherwise we will deduct the annual fee ordinarily during
December of each year or at the time you fully redeem your shares in a Fund,  if
before  then.  The  Company  reserves  the right to change the fee,  but we will
notify you at least 30 days in advance of any change.  Uniform Gifts to Minors A
Uniform Gifts/Transfers to Minors Act (UGMA/UTMA) account allows an adult to put
assets in the name of a minor  child.  The adult  maintains  control  over these
assets until the child reaches the age of majority, which is generally 18 or 21.
State laws dictate which type of account can be used and the age of majority. An
adult  must be  appointed  as  custodian  for the  account  and will be  legally
responsible  for  administering  the account,  but the child's  Social  Security
number must be used.  Generally,  the person selected as custodian is one of the
parents or  grandparents,  but may be some other adult  relative  or friend.  By
shifting assets to a custodial account,  you may benefit if the child's tax rate
is lower.

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.

1-800-89-ASK-US

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                                                  Shareholder Services

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
    P.O. BOX 9232
    BOSTON, MA 02205-9232
    All investments  made by check should be in U.S. dollars and made payable to
Transamerica  Investors,  Inc.,  or in the  case of a  retirement  account,  the
custodian.  We will not accept third party  checks,  except those  payable to an
existing  shareholder  who is a natural  person (as opposed to a corporation  or
partnership),  and we will not accept checks drawn on credit card accounts. When
you make purchases by check or automatic  investment plan,  redemptions will not
be allowed until the  investment  being  redeemed has been in the account for 15
business days.

2. 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 Fund 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:
  your paycheck at work;
  your savings account;
  your annuity  from  Transamerica;  your  social  security  payments;  or other
    sources of your choice.
Call 1-800-89-ASK-US for more information.

3.  By  Telephone  If  you  elect  the  telephone  purchasing  service  on  your
application, you can make occasional electronic withdrawals from your designated
bank account by calling 1-800-89-ASK-US.
    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 liable  for any losses due to
unauthorized or fraudulent transactions.

4. By Wire  You can make your initial or subsequent investments in the Funds
by wire. Here's what you need to do:
    send   us  your   application   form   (initial   investment   only);   call
    1-800-89-ASK-US for a wire number; instruct your bank to wire money to State
    Street Bank, ABA number
   011000028, DDA number 9905-134-4; and
    specify on the wire:
    a) "Transamerica Investors, Inc.";
         b) your Fund's account number, if you have one;
         c) identify the Funds in which you would like to purchase shares,
      and the amount to be allocated to each Fund (e.g., $5,000 in the
      Transamerica Premier Equity Fund and $4,000 in the Transamerica Premier
      Bond Fund);
    d) your name, your city and state; and
    e) your wire number.
    Wired money is considered received by us when we receive the wire and all
the required information listed above. If we receive your telephone call and
wire before the New York Stock Exchange closes, usually 4:00 p.m. Eastern
Standard Time, the money is credited that same day if you have supplied us
with all other needed information.
Minimum Investments
                                        MINIMUM      MINIMUM
                                        INITIAL      SUBSEQUENT
TYPE OF ACCOUNT                         INVESTMENTINVESTMENT
 Regular Accounts                              $1,000        $100
Pension or Retirement Saving Programs          $250    None
 Uniform Gift to Minors (UGMA) or
 Transfer to Minors (UTMA)                     $250          $100
 Automatic Investment Plans                    $50           $50

    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 48. 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 Funds. If you have a securities dealer,  bank,
or other  financial  institution  handle  your  transactions  with us you may be
charged a fee by them.

YOU HAVE FOUR OPTIONS WHEN IT COMES TO INVESTING IN THE FUNDS:
(1) BY MAIL,
(2) BY OUR AUTOMATIC INVESTMENT PLAN,
(3) BY TELEPHONE, OR (4) BY WIRE.

THE AUTOMATIC INVESTMENT PLAN IS A GOOD WAY FOR YOU TO MAKE REGULAR,  SYSTEMATIC
INVESTMENTS INTO YOUR FUNDS - FOR EXAMPLE, $200 EVERY MONTH THROUGHOUT THE YEAR.
IT GIVES YOU THE CONVENIENCE AND DISCIPLINE OF SYSTEMATIC INVESTING.

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                                                  Shareholder Services

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                                                  Shareholder Services

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 49,  "Minimum  Account  Balances" on page 45,
and "Points to Remember When Redeeming" on page 42.
    You have several options for receiving your redemption:
          *By check;
          *By electronic transfer to your bank; or
          *By wire transfer
    If your wire  transfer is $2,500 or less,  we will  charge a $10 fee.  Also,
some banks may charge a fee to receive the wire transfer.
    If you call us before the close of the New York Stock Exchange, usually 4:00
p.m.  Eastern  Standard  Time,  you will receive the price  determined as of the
close of that business day. See "Share Price" on page 48.
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 1-800-89-ASK-US;  *By letter; or *By
  assignment form or other authorization granting power with respect to
  your shares in one of the Funds.
    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 45.  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  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
1-800-89-ASK-US.  Be careful in calling, since once made, your telephone request
cannot be modified or canceled.
    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 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.

3. By Check  (Transamerica  Premier Cash Reserve Fund only)  Redemptions  can be
made from the Transamerica Cash Reserve Fund 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
$250 or more, and as long as the Fund account  balance does not drop below $500.
See "Minimum Account Balances" on page 45.
    This option is not  available  for  Pension or  Retirement  Savings  Program
accounts (including IRA's), or any other account controlled by a fiduciary.

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 Fund. Please tell us:
  a) when you want to be paid each month;
  b) how much you want to be paid; and
  c) from which Fund(s).
    To set up an Automatic Income Plan, call us at 1-800-89-ASK-US.
    If your monthly income payments exceed the dividends, interest, and
capital appreciation on your shares, the payments will deplete your
investment.
    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.
    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. 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 49.
  * We cannot accept  redemptions  specifying a certain date or dollar price. It
  must be an amount.  We will return these requests.  * For redemptions  greater
  than $250,000 the Company reserves the right to give you marketable securities
  instead of cash.  See the Statement of Additional  Information,  or call us at
  1-800-89-ASK-US.  * 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.  * 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 1-800-89-ASK-US or write to Transamerica  Investors,  P.O. Box
9232, Boston, MA 02205-9232 for further information.

YOU CAN SELL YOUR SHARES VIA ANY OF FOUR WAYS:
(1) BY MAIL,
(2) BY TELEPHONE,
(3) BY CHECK, OR
(4) UNDER AN AUTOMATIC INCOME PLAN.

1-800-89-ASK-US

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                                                  Shareholder Services

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                                                  Shareholder Services

IF YOU'RE INVESTED IN THE TRANSAMERICA  PREMIER CASH RESERVE FUND,  GETTING YOUR
MONEY CAN BE AS EASY AS WRITING A CHECK.

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.

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                                                  Shareholder Services

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                                                  Shareholder Services

How to Exchange Shares
Between Funds If your  investment  needs change,  you can exchange shares in any
Fund for shares of any other Fund within the same class. You can exchange shares
by any of the following methods:
    *By mail;
    *By telephone; or
    *By the Automatic Exchange Plan
By Mail or  Telephone  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 Fund are legally sold.

By Automatic Exchange Plan  You can make automatic share exchanges either
once or twice a month. You can request this service in writing to us. Your
request must be signed by all registered owners of the account. Call
1-800-89-ASK-US  for information.
Points to Remember When Making Exchanges
  * Make sure you understand the investment objective of the Fund 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 Funds. 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 Fund. This limitation is designed to keep each Fund's asset
  base  stable and to reduce  its  administrative  expenses.  * An  exchange  is
  treated  as a sale of  shares  from one Fund and the  purchase  of  shares  in
  another Fund.  Exchanges are taxable  events.  See "What About Taxes?" on page
  47. * Exchanges  into or out of the Funds 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.
Between Classes  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.

EXCHANGING SHARES AMONG FUNDS 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.

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

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                                                  Shareholder Services

Other Investor
Requirements and Services
Tax Identification  Number You must furnish your taxpayer  identification number
and  state  whether  or not you are  subject  to  backup  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 1-800-89-ASK-US, or send us a written
notification  signed by all registered owners of your account.  Include the name
of your Fund(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 39. 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 name of the guarantor
by an authorized person. If you have any questions, call 1-800-8 9-ASK-US.
    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.  Minimum Account
Balances You must  maintain a minimum  balance of $500 in each Fund in which you
own shares.  If a Fund's value falls below $500 as a result of your  action,  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 Fund
through  an  Automatic  Investment  Plan or if your  Fund  is for a  Pension  or
Retirement Savings Program  (including IRAs), or for an UGMA/UTMA.  How You Will
Get  Ongoing  Information  About  the  Funds 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 Fund 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 Fund 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. 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.  The  request  must  include  a
signature  guarantee.  See "Signature  Guarantee" on page 45. This option is not
available  for  Pension  or  Retirement  Savings  Programs.  Please  call  us at
1-800-89-ASK-US  for additional  information.  The Company reserves the right to
amend, suspend, or discontinue offering any of these options at any time without
prior notice.

#

                                                  Shareholder Services

THERE IS A LOT OF ADMINISTRATIVE  WORK IN MAINTAINING YOUR ACCOUNT SO WE REQUIRE
THAT YOU KEEP AT LEAST $500 IN EACH FUND 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'LL KEEP YOU  INFORMED  ABOUT HOW YOUR  INVESTMENTS  ARE DOING WITH  QUARTERLY
STATEMENTS AND SEMI-ANNUAL AND ANNUAL REPORTS.

#

                                                  Dividends and Capital Gains

Dividends and Capital Gains
We distribute substantially all of the Funds' net investment income in the
form of dividends to you. The following table shows how often we pay
dividends on each Fund.
FUND                                                DIVIDEND PAID
Transamerica Premier Equity Fund                    Quarterly
Transamerica Premier Index Fund                     Quarterly
Transamerica Premier Bond Fund                      Monthly
Transamerica Premier Balanced Fund                  Quarterly
Transamerica Premier Short-Intermediate Government Fund
Monthly
Transamerica Premier Cash Reserve Fund              Monthly

    Although we pay dividends  monthly on the Transamerica  Premier Cash Reserve
Fund,   dividends  are  determined   daily.  You  may  purchase  shares  of  the
Transamerica  Premier Cash Reserve Fund by wiring  federal funds to State Street
Bank, the Custodian.  If you notify us by calling  1-800-89-ASK-US  by 1:00 p.m.
Eastern  Standard Time, and State Street  receives your wired funds by 4:00 p.m.
Eastern Standard Time, your purchase will be effective immediately, and you will
begin to earn  dividends  on that  business  day.  Federa l funds  wires will be
accepted only on a day on which the Federal Reserve is open. To redeem shares of
the  Transamerica  Premier  Cash  Reserve  Fund  by  federal  funds  wire,  call
1-800-89-ASK-US.  We will wire funds to you the next  business  day on which the
Federal  Reserve  is  open.  You  will  earn  dividends  on the day you  request
redemption by telephone.
    We distribute net capital gains, if any, on all of the Funds  annually.  You
    can select from among the following distribution options:

YOU'RE INVESTING IN THE FUNDS BECAUSE YOU WANT YOUR MONEY TO GROW. THE
INVESTMENT INCOME GENERATED BY A FUND 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.

 REINVESTED                You can have all of your  dividends and capital gains
                           distributions  reinvested in additional shares of the
                           same or any other Fund.  Unless you choose one of the
                           other  options,  we will  select  this option for you
                           automatically;
 CASH AND You can choose to have either your  dividends  or your  capital  gains
 paid in REINVESTED  cash and the other will be reinvested in additional  shares
 in the same or any
                           other Fund; or
 ALL                       CASH  You can  choose  to  have  your  dividends  and
                           capital gains distributions paid in cash.

#

                                                  What About Taxes?

    We make distributions for each Fund on a per share basis to the shareholders
of record as of the distribution date of that Fund. 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.

What About Taxes?
Federal Taxes* Dividends paid by a Fund 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.  Distributions  paid  by a Fund  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 whethe r distributions
are received in cash or reinvested in shares. A portion of the dividends paid to
corporate   shareholders  may  qualify  for  the  corporate   dividends-received
deduction to the extent the Fund earns qualifying dividends.  We will notify you
after each  calendar  year of the  amount and  character  of  distributions  you
received from each Fund for federal tax purposes.
    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 dividend  or capital  gain  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  1-800-89-ASK-US
before your purchase. We will 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 Fund.
    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 contribu tions and  distributions.  Adverse tax consequences may result
from contributions in excess of specified limits:
  1. distributions prior to age 591\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 adviser for more information.
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 Fund 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.
  *For  each  taxable  year,  we  intend to  qualify  each  Fund 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.

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.

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 FUNDS. YOU
NEED TO DISCUSS THIS WITH YOUR TAX ADVISER.

#

                                                  Share Price

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.

Share Price
How Share Price Is Determined We value Fund  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.
   We will value all securities  held by the  Transamerica  Premier Cash Reserve
Fund,  and any short-term  investments of the other Funds with  maturities of 60
days or less at the time of purchase,  on the basis of  amortized  cost when the
Board  determines  that  amortized  cost is fair value.  Amortized cost involves
valuing 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
Fund's  assets,  deducting  total  liabilities,  and  dividing the result by the
number of shares outstanding.  Except for the Transamerica  Premier Cash Reserve
Fund,  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 Fund only on days that the Federal Reserve is
open.
    If we receive your  investment  or  redemption  request  before the close of
business on the Exchange,  usually 4:00 p.m.  Eastern  Standard 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
Funds by calling  us at  1-800-89-ASK-US.  The net asset  value of each Fund may
also be  published  in leading  newspapers  daily,  once its net assets  reach a
certain amount.

#

                                                  Share Price

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

Investment Adviser
and Administrator
Investment  Adviser  Services The Investment  Adviser is responsible  for making
investment  decisions for the Funds. The Investment  Adviser is also responsible
for the selection of brokers and dealers to execute  transactions for each Fund.
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.  Additional
information  about the  selection  of brokers  and  dealers is  provided  in the
Statement of Additional Information.
    Trading  decisions for each of the Funds  described in this  Prospectus  are
made by a team of expert managers and analysts headed by a team leader. The team
leaders are primarily  responsible for the day-to-day decisions related to their
Fund. They are supported by the entire group of managers and analysts.  The team
leader  of any one  Fund may be on  another  Fund  team.  The  transactions  and
performance of the Funds 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
Funds:
  *Transamerica Premier Equity Fund  Glen E. Bickerstaff. Vice President,
  Senior Fund 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 Centur
y Advisers, 1980-1986. Joined Transamerica in 1987.
  *Transamerica Premier Index Fund  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. Joined Transamerica in 1993.
  *Transamerica Premier Bond Fund  Sharon K. Kilmer, C.F.A. Vice President
  and Director of Fixed Income Portfolio Management, 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), 1980. Joined Transamerica in
  1982.
  *Transamerica Premier Balanced Fund
  BONDS  Sharon K. Kilmer, C.F.A. (see above).
  STOCKS  Jeffrey S. Van Harte, C.F.A. Vice President and Senior Fund
  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. Joined Transamerica in 1980.
  *Transamerica Premier Short-Intermediate Government Fund  and Transamerica
  Premier Cash Reserve Fund  Kevin J. Hickam, C.F.A. Assistant Vice President
  and Fund 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. Joined Transamerica in 1989.
Adviser Fee For its services to the Funds,  the Investment  Adviser  receives an
Adviser Fee. This fee is based on an annual  percentage of the average daily net
assets of each Fund. It is accrued daily, and paid monthly.
    The annual fee percentages for the Transamerica Premier Equity Fund are .85%
on the first $1 billion of assets.  This reduces to .82% on the next $1 billion,
and finally .80% on assets over $2 billion.  The  corresponding  fee percentages
for the Transamerica  Premier Index Fund are .30%, .30%, and .30%  respectively.
The  corresponding  fee percentages for the  Transamerica  Premier Bond Fund are
 .60%, .57%, and .55%,  respectively.  The  corresponding fee percentages for the
Transamerica Premier Balanced Fund are .75%, .72%, and .70%,  respectively.  The
corresponding  fee percentages for the Transamerica  Premier  Short-Intermediate
Government Fund are .50%, .50%, and .50%,  respectively.  The  corresponding fee
percentages for the  Transamerica  Premier Cash Reserve Fund are .35%, .35%, and
 .35%, respectively.
    The Investment Adviser will reduce the Adviser Fee each Fund 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.  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 and not already paid by the Investment  Adviser.  Each
Fund 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,  registrati  on fees and  expenses,
12b-1 fees, and fees and expenses of directors  unaffiliated  with  Transamerica
Corporation.
    The  Administrator may from time to time reimburse the Funds for some or all
of their operating  expenses,  including 12b-1 fees.  Such  reimbursements  will
increase a Fund's return.  This is intended to make the Funds more  competitive.
This practice may be terminated at any time.

#

                                          Investment Adviser and
                     Administrator

#

                                                  General Information

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 Fund
constitutes a separate series. Each series has two classes of shares,
Investor Shares and Adviser Shares. The fiscal year-end of each of the Funds
is December 31.
    The Company is authorized  to issue and sell multiple  classes of shares for
each of the Funds. 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 Fund has equal dividend,  redemption and liquidation rights with
other shares of the Funds and when issued, is fully paid and nonassessable. Each
share  of  each  class  represents  an  identical  legal  interest  in the  same
investments of a Fund, 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  Fund.  At a special
shareholders  meeting,  if one is called,  issues  that  affect all the Funds in
substantially the same way will be voted on by all shareholders,  without regard
to the  Funds.  Issues  that do not  affect a Fund  will not be voted on by that
Fund.  Issues  that  affect  all Funds,  but in which  their  interests  are not
substantially the same, will be voted on separately by each Fund.  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 Funds, provides  recordkeeping  services,  and
serves as the Funds' custodian. State Street is authorized to deposit securities
in securities depositories or to use services of sub-custodians.
    Under a Transfer Agency Agreement, State Street Bank also serves as the
Funds' 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.
Distributor  Transamerica Securities Sales Corporation ("TSSC") is the
principal underwriter and distributor of the shares of each of the Funds.
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 Fund makes  payments to TSSC according to a plan adopted
to meet the requirements of Rule 12b-1 under the Investment Company Act of 1940,
as amended. 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 Funds 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 Fund,  the Fund 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 review the  distribution
plan, contracts and TSSC's expenses for each class of shares quarterly.
    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 Fund, except
the Transamerica  Premier Index and Cash Reserve Funds. The distribution fee for
the Index and Cash  Reserve  Funds is .10%.  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 compensa te sales personnel  involved
with selling the Funds.
    From time to time,  and for one or more Funds  within  each class of Shares,
the Distributor may waive all or any portion of these fees at its discretion.

Performance  Information The Company may publish  performance  information about
the Funds.  Fund  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 Fund's  performance  had been
constant  over the entire  period.  Each Fund'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 Fund can also be  measured  in terms of  yield.  Each
Fund's  yield  shows the rate of income the Fund earns on its  investments  as a
percentage of the Fund's share price.
    A Fund can also  separate its  cumulative  and average  annual total returns
into income  results and capital gains or losses.  Each Fund can quote its total
returns on a before-tax or after-tax basis.
    The  performance  information  which  may be  published  for  the  Funds  is
historical.  It is not intended to represent or guarantee  future  results.  The
value of your Fund shares can be more or less than their original cost when they
are  redeemed.  From time to time,  the  Tramsamerica  Premier Cash Reserve Fund
advertises  its "yield" and  "effective  yield." Both yield figures are based on
historical  earnings and are not intended to indicate  future  performance.  The
"yield" of the Fund refers to the income  generated by an investment in the Fund
over a seven-day period (which period will be stated in the advertisement). This
income is then  "annualized."  That is,  the amount of income  generated  by the
investment  during that week is assumed to be generated each week over a 52-week
period and is shown as a percentage of the investment.  The "effective yield" is
calculated similarly but, when annualized, the income earned by an investment in
the Fund is assumed to be  reinvested.  The  "effective  yield" will be slightly
higher  than the  "yield"  because  of the  compounding  effect of this  assumed
reinvestment. 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.  Controlling Interest As of February 29, 1996 the following shareholders
owned  controlling  interest in the Investor  Class, as defined by the 1940 Act:
Transamerica  Corporation  (Equity,  Balanced,  Short-Intermediate  Government);
Transamerica  Occidental Life Insurance Company (Equity,  Index, Balanced,  Cash
Reserve);  ARC Reinsurance  Corporation  (Index);  Transamerica  Real Estate Tax
Service  (Bond);  Transamerica  Life Insurance & Annuity Company (Cash Reserve).
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."
                                                      STANDARD &
INVESTMENT GRADE                       MOODY'S        POOR'S
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

    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.  Provided you have the necessary plan documents,  you can use
the Transamerica Premier
Funds as investment options for:
  * 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.  *You may be required to have
  your own custodian for this plan.

#

                                                  General Information

STATE STREET BANK,
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
1-800-89-ASK-US.

#

                                                  General Information

#

                                                  General Information

#

                                                  General Information

TRANSAMERICA PREMIER FUNDS PROVIDE A GOOD SELECTION OF FUNDS FOR YOUR RETIREMENT
OR SAVINGS NEEDS.

#



The following 4 pages are the Separate Account  Performance  insert (Tipped onto
page 9- verify with client. This page does not print.)

#

#

#

Supplement Dated April 29, 1996 to Investor Shares Prospectus Dated April 29,
1996

Investment Adviser's
Performance
The following information  supplements,  and should be read in conjunction with,
the Prospectus to which this supplement is attached.
    Because Transamerica Investors, Inc. is a new mutual
fund company, established in 1995, there is limited past
performance information available for the Funds. However, the Investment
Adviser,  Transamerica  Investment Services,  Inc., has been managing segregated
investment accounts (or "separate accounts") for pension clients of Transamerica
Corporation's  affiliate companies for over ten years. The Investment  Adviser's
performance  in managing these  investments  was a key factor in our decision to
offer mutual funds to the public.  This performance is illustrated in the tables
and graphs that follow.
    Five of the Funds described in this Prospectus have  substantially  the same
investment  objectives and policies and use the same  investment  strategies and
techniques as the similarly named, but unrelated,  separate  accounts managed by
the  Investment  Adviser.   However,  there  can  be  no  assurance  that  their
performance will be the same. The Funds may have total assets which will be more
or less than the total assets in the separate  accounts.  The Investment Adviser
believes  that asset size is not a significant  factor in the Funds'  ability to
achieve their investment objectives.
    For comparison purposes,  the five separate accounts match up to the Premier
Funds  as   follows:   Separate   Accounts   Premier   Funds   Equity   Separate
AccountTransamerica   Premier   Equity  Fund  Equity  Index   Separate   Account
Transamerica  Premier Index Fund Bond Separate Account Transamerica Premier Bond
Fund  Balanced  Separate  Account   Transamerica   Premier  Balanced  Fund  Cash
Management Separate Account Transamerica Premier Cash
                                      Reserve Fund


The performance  figures shown here are for five investment funds which have the
same  Investment  Adviser and use the same basic  investment  strategies  as the
corresponding   Premier  Funds.  This  demonstrates  the  Investment   Adviser's
investment track record.

#

                                                  Supplement

Separate Account Performance1
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.
<TABLE>
<CAPTION>
                                             1          3          5          SINCE
SEPARATE ACCOUNT OR INDEX                     YEAR        YEARS      YEARS  INCEPTION2
<S>                                          <C>       <C>           <C>       <C>   
 EQUITY SEPARATE ACCOUNT                     39.61%    23.69%        24.80%    20.90%
 S&P 500 INDEX                               34.70%    16.15%        14.99%    11.97%

 EQUITY INDEX SEPARATE ACCOUNT               34.39%    15.71%        14.52%    14.61%
 S&P 500 INDEX                               34.70%    16.15%        14.99%    14.83%

 BOND SEPARATE ACCOUNT                       15.42%      7.80%      11.13%      12.89%
 LEHMAN BROTHERS GOVT/CORPORATE INDEX        12.61%      6.45%        9.04%    10.29%

 BALANCED SEPARATE ACCOUNT                   35.24%        0 - -      0 - -    18.79%
 50% S&P 500 INDEX AND
 50% LEHMAN BROTHERS GOVT/CORPORATE INDEX23.26%            0 - -      0 - -    11.14%

 CASH MANAGEMENT SEPARATE ACCOUNT             5.45%      4.11%        4.15%      6.86%
 IBC/DONOGHUE FIRST TIER INDEX3               5.38%      4.04%        4.08%      6.80%
</TABLE>

1 Figures are as of 2/29/96
- - -  Prior to separate account inception
2 Inception  dates:  Equity - 10/1/87;  Equity  Index - 10/1/86;  Bond - 5/1/83;
Balanced - 4/1/93; Cash Management - 1/3/82 3 IBC's Money Fund  Reporttrademark-
All Taxable, First Tier.

The Investment Adviser has had a history of successfully  investing in the three
basic  investment  categories:  equity,  bond, and money markets.  Following 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.
    Rates of return shown are  calculated  using a  time-weighted  total rate of
return with each period linked to create the long term rates of return.  Results
for periods longer than one year are  annualized.  This method was used for each
separate  account  and will  also be used for each of the  Funds.  Beginning  on
October 1, 1992,  the separate  account  values were  calculated  daily and cash
flows were daily. Prior to that date, separate account valuations and cash flows
were monthly.

#

                                                  Supplement

Equity Separate Account
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 $4,941 as of February
29, 1996. This is equivalent to a 20.90% return per year. By comparison,  $1,000
invested at the same time in S&P 500 Index  securities  would have grown to only
about $2,591.  The S&P 500 Index is a selection of 500 common stocks designed to
be a benchmark for the equity market in general.

Transamerica Equity Separate Account
$5,000
$4,000
$3,000
$2,000
$1,000



Equity Separate Account
$4,941


S&P 500 Index
 $2,591

'87

'88
'89
'90
'91
'92
'93
'94
'95
'96

Performance since October 1, 1987

Bond Separate Account
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 $4,743 as of February 29,
1996.  This is equivalent to a 12.89%  return per year.  By  comparison,  $1,000
invested  at the  same  time in  Lehman  Brothers  Government/  Corporate  Index
securities  would  have  grown  to  only  about  $3,518.   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.

Transamerica Bond Separate Account
$5,000
$4,000
$3,000
$2,000
$1,000



Bond Separate Account
$4,743


Lehman Brothers
Government/Corporate
 $3,518

'83

'84
'85
'86
'87
'88
'89
'90
'91
'92
'93
'94
'95
'96

Performance since May 1, 1983

#

                                                  Supplement

Cash Management Separate Account
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 $2,561 as
of February 29, 1996.  This is equivalent to a 6.86% return per year. And $1,000
invested at the same time in IBC/Donoghue First Tier Index securities would have
grown to about  $2,539.  The  IBC/Donoghue  First Tier Index is a  composite  of
taxable  money  market  funds  that  meet the  SEC's  definition  of first  tier
securities.

Transamerica Cash Management Separate Account
$3,000
$2,500
$2,000
$1,500
$1,000
$500



Cash Management Separate Account
$2,561


IBC/Donoghue
First Tier Index
 $2,539

'82

'84

'86

'88

'90

'92

'94

'96

Performance since January 3, 1982

    Performance  for  the  separate   accounts  is  shown  after  reduction  for
investment management and administrative  charges. The industry indexes shown in
the previous  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.  Performance 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 Funds'  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,  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 Fund. Past performance of the
separate accounts is no guarantee of future results for the Funds.

#


<PAGE>
Transamerica Premier Portfolio of Funds


Statement of Additional Information
April 29, 1996

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 Funds  Transamerica  Premier Equity Fund The Fund
seeks to maximize  long-term capital  appreciation.  Transamerica  Premier Index
Fund The Fund  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 Fund The Fund seeks to  achieve a high total  return
(income  plus  capital  changes)  consistent  with  preservation  of  principal.
Transamerica  Premier Balanced Fund The Fund 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
Short-Intermediate  Government  Fund The Fund  seeks to  achieve a high level of
current  income  with  the  security  of  investing  in  government  securities.
Transamerica Premier Cash Reserve Fund 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
April  29,  1996.  The  Prospectus  is  available  without  charge  by  calling,
1-800-89-ASK-US. Terms used in the Prospectus are incorporated in this Statement
of Additional Information.

People. Performance. Portfolios.

Registration Mark

Contents

Investment Restrictions                                              3
Description of Corporate Bond Ratings                                4
Description of Fixed-Income Instruments                              5
Investment Procedures and Risk Considerations  for the Funds
      High Yield ("Junk") Bonds                                      6
      Restricted and Illiquid Securities                             7
      Derivatives                                                    7
      Options on Securities and Securities Indexes                   7
      Risks Associated with Options Transactions                      8
      Futures Contracts and Options on Futures Contracts             8
      Swap Transactions                                             10
      Foreign Securities                                            10
      Segregated Accounts                                           11
      Purchase of "When-Issued" Securities                          11
      Lending of Securities                                         11
      Borrowing Policies of the Funds                               11
      Repurchase Agreements                                         11
      Reverse Repurchase Agreements and Leverage                    12
      Other Investment Techniques and Opportunities                 12
Fund Turnover                                                       12
Management of the Company                                           13
Investment Advisory and Other Services                              14
Redemption of Shares                                                15
Exchange Privilege                                                   16
Telephone Transactions                                              16
Brokerage Allocation                                                16
Determination of Net Asset Value                                    17
Performance Information                                             18
Taxes                                                                19
Other Information                                                    20
Financial Statements                                                 20
    Schedule of Investments
          Transamerica Premier Equity Fund                          21
          Transamerica Premier Index Fund                           22
          Transamerica Premier Bond Fund                            29
          Transamerica Premier Balanced Fund                       30
          Transamerica Premier Short-Intermediate
          Government Fund                                           32
          Transamerica Premier Cash Reserve Fund                    33
    Financial Statements
          Statements of Assets and Liabilities                      34
          Statements of Operations                                  35
          Statements of Changes in Net Assets                       36
          Financial Highlights                                      38
          Notes to Financial Statements                             42

#

Investment Restrictions

Investment Restrictions
Investment  restrictions  numbered 1 through  10 below have been  adopted by the
Company as fundamental  policies of the Funds.  Under the Investment Company Act
of 1940, as amended (the "1940 Act"),  a  fundamental  policy may not be changed
with respect to a Fund without the vote of a majority of the outstanding  voting
securities (as defined in the 1940 Act) of the Fund. Each Fund will operate as a
"diversified   company"   within  the  meaning  of  the  1940  Act.   Investment
restrictions 11 through 16 may be changed by a vote of the Board of Directors of
the Company (the  "Board") at any time. 1.  Borrowing  Each Fund 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 Fund's total assets  (including
the amount borrowed) valued at market less liabilities (not including the amount
borrowed) at the time the borrowing is made. Whenever borrowings,  not including
reverse  repurchase  agreements,  of 5% or more of a  Fund's  total  assets  are
outstanding,  the Fund will not make any additional  investments.  2. Lending No
Fund  may lend  its  assets  or money  to  other  persons,  except  through  (a)
purchasing debt obligations,  (b) lending  securities in an amount not to exceed
331/3% of the Fund'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 Fund may
purchase  securities  (other than government  securities) of any issuer if, as a
result  of the  purchase,  more  than 5% of the  Fund'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 Fund, other than the Transamerica  Premier Cash Reserve
Fund,  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 Fund may invest
more than 5% of the  Fund's  total  assets,  but not more than 25% of the Fund's
total assets,  in the  securities of one issuer for a period not to exceed three
business  days.  4. 10% Issuer  Rule No Fund 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 Fund's investments in government securities and (b) up to 25% of
the value of the assets of a Fund 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.  5. 25% Industry
Rule No Fund may  invest  more  than 25% of the  value of its  total  assets  in
securities  issued  by  companies   engaged  in  any  one  industry,   including
non-domestic banks or any foreign government.  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 Fund,  investments
in the following are not subject to the 25%  limitation:  repurchase  agreements
and securities  loans  collateralized  by United 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 Fund may underwrite any issue of
securities,  except to the extent that the sale of securities in accordance with
the Fund's investment objective, policies and limitations may be deemed to be an
underwriting,   and  except   that  the  Fund  may  acquire   securities   under
circumstances in which, if the securities were sold, the Fund might be deemed to
be an underwriter  for purposes of the  Securities  Act of 1933, as amended.  7.
Real Estate No Fund 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 Fund 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 Fund may make short sales of securities or maintain a
short position, unless at all times when a short position is open, the Fund 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
Fund may  purchase  securities  on  margin,  except  that a Fund 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 Fund. 10.  Commodities No Fund may invest in commodities,  except that each
Fund (other  than the  Transamerica  Premier  Cash  Reserve  Fund) 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.  11.
Securities  of Other  Investment  Companies No Fund 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 pur chase:  (a)
more than 10% of the value of the Fund's  total  assets would be invested in the
securities of investment companies;  (b) more than 5% of the value of the Fund's
total assets would be invested in the securities of any one investment  company;
or (c) the Fund would own more than 3% of the total securities of any investment
company. 12. Invest for Control No Fund may invest in companies for the purposes
of  exercising  control or  management.  13.  3-Year  Rule No Fund may  purchase
securities  (other than government  securities) if, as a result of the purchase,
the Fund 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. 14. Affiliated  Parties No Fund may
purchase or retain securities of any company if 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.  15.
Warrants No Fund may purchase warrants (other than warrants acquired by the Fund
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  Fund's net assets of which not more than 2% of the value of
the Fund'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 Fund in  units  or  attached  to
securities  may be deemed to be without  value.  The  Transamerica  Premier Cash
Reserve Fund may not invest in any form of warrants. 16. Restricted and Illiquid
Securities The Funds 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, as amended
("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 Fund will
invest more than 15% (10% for the Transamerica Premier Cash Reserve Fund) 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 Fund within  seven days in the  ordinary  course of business at
approximately  the  amount at which the Fund has valued  the  securities.  In no
event,  will any Fund's  investment in illiquid  restricted  securities,  in the
aggregate,  exceed 15% (10% for the  Transamerica  Premier Cash Reserve Fund) of
its assets. If through a change in values,  net assets, or other  circumstances,
any Fund 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 Fund'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 Fund.  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 Fund to permit the sale of shares of
the Fund in certain states.  If the Company  determines that any such commitment
is no longer in the best interests of a Fund and its  shareholders,  the Company
will revoke the commitment by terminating  the sale of shares of the Fund 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.  Description  of Corporate
Bond Ratings Moody's Investors Service, Inc. and Standard and Poor's Corporation
are two prominent  independent  rating  agencies that 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  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.  C: Bonds with this rating
are the lowest  rated class of bonds.  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 are 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.  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,  savings  and loan  associations  or
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.  Corporate Debt Securities  Corporate debt securities are 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 Fund 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 Funds 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 Fund 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 experience of the underlying pool
of mortgages.  For purposes of calculating the average life of the assets of the
relevant Fund, 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.
Investment  Procedures and Risk Considerations for the Funds 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 Fund,  the Fund 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 prices of
 junk bonds tend to be more  reflective  of  prevailing  economic  and  industry
conditions,  issuers' unique financial situations, and the bonds' coupon than to
small changes in the level of interest rates. 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 Fund 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 fo r the
Investment  Adviser to  accurately  value the bonds  because they cannot rely on
available, objective data.
    Each Fund 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. Restricted and Illiquid Securities A Fund may purchase certain restricted
securities of U.S.  issuers (those that are not registered  under the Securities
Act of  1933,  as  amended  (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 Fund's  decision to dispose of
restricted  or  illiquid  securities  and the time  which  such  Fund is able to
dispose of them,  during which time the value of such  securities (and therefore
the value of the Fund's shares held by an account)  could  decline.  Derivatives
Each Fund,  except for  Transamerica  Premier Cash Reserve Fund and Transamerica
Premier  Equity Fund,  may use options,  futures,  forward  contracts,  and swap
transactions  ("derivatives").  The Funds 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.
    By investing in  derivatives,  the Investment  Adviser may seek to protect a
Fund against potentially  unfavorable movements in interest rates or securities'
prices,  or attempt to adjust a Fund's exposure to changing  securities  prices,
interest rates, or other factors that affect securities values.  This is done in
an attempt to reduce a Fund's  overall  investment  risk.  Although  it will not
generally be a significant part of a Fund's strategies, the Adviser may also use
derivatives to enhance returns. Opportuni ties to enhance returns arise when the
derivative does not reflect the fair value of the underlying securities. None of
the Funds will use derivatives for leverage.
    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 Fund 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 Transamerica Premier Bond Fund, Transamerica Premier  Short-Intermediate
Government  Fund,  and   Transamerica   Premier  Balanced  Fund  may  invest  in
derivatives  with respect to less than 20% of each Fund's  assets;  Transamerica
Premier  Index Fund may invest  with  respect to no more than 35% of its assets.
The Board will closely  monitor the  Investment  Adviser's use of derivatives in
each of the  Funds to assure  they are used in  accordance  with the  investment
objectives of each Fund. Options on Securities and Securities Indexes A Fund may
write (i.e.,  sell)  covered call and put options on any  securities in which it
may invest. A call option written by a Fund obligates the Fund 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
Fund are covered,  which means that the Fund will own the securities  subject to
the option so long as the  option is  outstanding.  A Fund'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 Fund might
forgo the  opportunity  to profit from an  increase  in the market  price of the
underlying security.
    A put option written by a Fund would obligate the Fund 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
Fund would be covered,  which means that such Fund 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 Fund.  However,  in return for the option
premium,  a Fund  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 Fund's  net
exposure on its written option position.
    A Fund 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 Fund 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 Fund.  A Fund 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 Fund 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 Fund 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 Fund would also be able to enter into  closing sale  transactions  in
order to realize gains or minimize losses on options it had purchased.
    A Fund would normally  purchase call options in  anticipation of an increase
in the  market  value of  securities  of the type in  which it may  invest.  The
purchase of a call option would  entitle a Fund, in return for the premium paid,
to purchase specified  securities at a specified price during the option period.
A Fund 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 Fund would realize a loss on the purchase of
the call option.
    A Fund 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 Fund,  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 Fund's securities.  Put options
may also be purchased by a Fund for the purpose of affirmatively benefiting from
a  decline  in the  price of  securities  which it does  not own.  A Fund  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 Fund would realize a loss on
the purchase of the put option.
    A Fund 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 Fund is unable to affect
a closing  purchase  transaction with respect to covered options it has written,
the Fund 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 Fund 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 Fund 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-d
ealers who make markets in these options.  The ability to terminate  over-the-co
unter 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 Fund will treat  purchased  over-the-counter  options  and all assets  used to
cover written over-the-counter options 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 Fund 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 Fund may write
or purchase may be affected by options written or purchased by other  investment
advisory clients of the Investment  Adviser of the Funds. 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 Fund may purchase
and sell futures  contracts  and may also  purchase and write options on futures
contracts.  A Fund 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 Fund 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
Fund 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 Fund can
seek to offset a decline in the value of its current securities through the sale
of futures  contracts.  When rates are  falling  or prices are  rising,  a Fund,
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  Index Fund 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 Fund'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 Fund
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.
    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 Fund owns or proposes to acquire. A Fund 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 Fund's
securities. Such futures contracts may include contracts for the future delivery
of securities  held by the Fund or securities  with  characteristics  similar to
those of a Fund's securities.
    If, in the opinion of the Investment  Adviser,  there is a sufficient degree
of  correlation  between  price  trends  for a  Fund's  securities  and  futures
contracts  based on other  financial  instruments,  securities  indexes or other
indexes,  the Fund may also enter  into such  futures  contracts  as part of its
hedging  strategy.   Although  under  some  circumstances  prices  of  a  Fund'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
Fund enter into a greater or lesser number of futures contracts or by attempting
to achieve only a partial  hedge  against  price  changes  affecting  the Fund's
securities.  When hedging of this character is successful,  any  depreciation in
the value of the Fund'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 Fund's securities would be substantially offset
by a decline in the value of the futures position.
    On other  occasions,  a Fund may take a "long"  position by purchasing  such
futures contracts.  This would be done, for example, when a Fund 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 Fund 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 Fund 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 Fund's  assets.  By writing a
call option, a Fund 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 Fund intends to  purchase.  However,  a Fund  becomes  obligated to purchase a
futures  contract,  which may have a value lower than the exercise price.  Thus,
the loss  incurred  by a Fund in  writing  options  on  futures  is  potentially
unlimited  and may  exceed  the  amount  of the  premium  received.  A Fund 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 Fund's ability
to  establish  and close out  positions  on such  options will be subject to the
development and maintenance of a liquid market.
    Other  Considerations  Where  permitted,  a  Fund  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 Fund
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 Fund or which it expects to  purchase.
Except as stated below,  each Fund'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 Fund  owns,  or
futures  contracts  will be purchased to protect the Fund against an increase in
the price of  securities  it intends to  purchase.  As evidence of this  hedging
intent, a Fund 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  Fund  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 Fund 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 Fund 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% of the Fund'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 Fund  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 Fund to purchase  securities  or  currencies,  require the Fund 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 Fund  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 Fund may be exposed
to risk of loss.
    Perfect correlation between a Fund'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  Funds for hedging  purposes  are  various  futures on U.S.  government
securities and securities indexes.
    Interest  Rate Swaps A Fund 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 Fund's borrowing restrictions. The net amount of the excess, if any, of a
Fund'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
Fund's  custodian.  A Fund 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 Fund
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 Funds 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 Fund may be able to protect the value
of a portion of its securities against declines in market value. A Fund 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 Fund 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 Fund.  However,  there can be no
assurance  that the return a Fund  receives  from the  counterparty  to the swap
transaction will exceed the return it swaps to that party.
    While a Fund 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 Fund  would be limited to  contractual  remedies  under the swap
agreement.  There can be no assurance that a Fund will succeed when pursuing its
contractual remedies. To minimize a Fund's exposure in the event of default, the
Funds  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 Fund enters into swap  transactions  on a net
basis, the net amount of the excess, if any, of the Fund'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 Fund's  custodian.  To the
extent a Fund  enters  into swap  transactions  other than on a net  basis,  the
amount  segregated  will be the full amount of the Fund's  obligations,  if any,
with  respect  to each  such  swap  agreement,  accrued  on a daily  basis.  See
"Segregated Funds" below.
    Swap agreements are considered to be illiquid by the SEC staff and will
be subject to the limitations on illiquid investments. See "Restricted and
Illiquid Securities" on page 4.
    To the extent that there is an  imperfect  correlation  between the return a
Fund is obligated to swap and the  securities or instruments  representing  such
return,  the value of the swap  transaction  may be adversely  affected.  A Fund
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 Funds to engage in swap  transactions in a speculative  manner,
but rather primarily to hedge or manage the risks associated with assets held in
a Fund,  or to facilitate  the  implementation  of strategies of purchasing  and
selling assets for a Fund. Foreign Securities All Funds, except the Transamerica
Premier Index Fund and the Transamerica  Premier  Short-Intermediate  Government
Fund, can invest in foreign  securities.  The foreign equity investments for the
Transamerica Premier Equity Fund and the Transamerica Premier Balanced Fund will
be limited to the purchase of American Depositary  Receipts  ("ADR's").  Foreign
securities,  other than ADR's,  will be held in custody by State  Street  London
Limited,  who  will  handle  transactions  with the  transnational  depositories
Euroclear  and  Cedel.   Segregated  Accounts  In  connection  with  when-issued
securities,  firm commitment  agreements,  futures,  the writing of options, and
certain other transactions in which a Fund incurs an obligation to make payments
in the future,  a Fund 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,   short-term  debt
obligations as may be permitted by law. Purchase of "When-Issued" Securities The
Funds may enter into firm  commitment  agreements for the purchase of securities
on a specified  future date.  Thus,  the Funds 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 Funds  may  invest in
asset-backed  securities on a delayed  delivery  basis.  This reduces the Funds'
risk of early  repayment of principal,  but exposes the Funds to some additional
risk that the transaction will not be consummated.
    When the Funds  enter into firm  commitment  agreements,  liability  for the
purchase price and the rights and risks of ownership of the securities accrue to
the  Funds 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 Funds to purchase the security at a price above the current  market
price on the date of  delivery  and  payment.  During  the  time the  Funds  are
obligated to purchase such securities they will be required to segregate assets.
See "Segregated  Accounts," on this page. A Fund will not purchase securities on
a  "when-issued"  basis if, as a result,  more than 15% of the Fund's net assets
would be so invested.  Lending of Securities  Subject to investment  restriction
number 2 titled  "Lending" on page 3 (relating to loans of  securities),  a Fund
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 Fund 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.  The Fund 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
Fund by the borrower of the  securities.  Such loans will be  terminable  by the
Fund at any time and will not be made to affiliates of the Investment Adviser. A
Fund 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 Fund may pay
reasonable  fees to  persons  unaffiliated  with the Fund  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.  Borrowing  Policies of the Funds 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 Fund's total
assets. To secure borrowings,  we can mortgage or pledge securities in an amount
up to one-third of a Fund's net assets. If we borrow money, a Fund's share price
may be subject to greater  fluctuation until the borrowing is paid off. The Fund
will  not make  any  additional  investments,  other  than  the case of  reverse
repurchase agreements, while the level of the borrowing exceeds 5% of the Fund's
total assets.
    Short-term  corporate  obligations  may also include  variable amount master
demand  notes.  Variable  amount  master notes are  obligations  that permit the
investment  of  fluctuating  amounts  by the Fund at varying  rates of  interest
pursuant to direct  arrangements  between the Fund, as lender, and the borrower.
These notes permit daily changes in the amounts borrowed. The Fund has the right
to increase the amount under the note at any time up to the full amount provided
by the note agreement,  or to decrease the amount, and the borrower may repay up
to the full amount of the note  without  penalty.  The  borrower is  typically a
large  industrial  or  finance  company  which  also  issues  commercial  paper.
Typically  these  notes  provide  that  the  interest  rate is set  daily by the
borrower.  The rate is  usually  the same or  similar  to the  interest  rate on
commercial  paper being issued by the borrower.  Because  variable amount master
notes are direct lending arrangements between the lender and borrower, it is not
generally  contemplated  that such instruments  will be traded,  and there is no
secondary  market  for  these  notes,  although  they are  redeemable  (and thus
immediately repayable by the borrower) at the face value, plus accrued interest,
at any time. Accordingly, the Fund's right to redeem is dependent on the ability
of the borrower to pay  principal  and interest on demand.  In  connection  with
master demand note  arrangements,  the Fund considers  earning power, cash flow,
and other  liquidity  ratios of the issuer.  The Fund will only invest in master
demand  notes of U.S.  issuers.  While master  demand  notes,  as such,  are not
typically rated by credit rating  agencies,  if not so rated the Fund may invest
in them only if at the time of an  investment  the issuer meets the criteria set
forth in the Prospectus for all other  commercial  paper issuers.  The Fund will
not  invest  more  than 25% of its  assets in master  demand  notes.  Repurchase
Agreements  Repurchase  agreements have the  characteristics of loans by a Fund,
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 Fund 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 Fund's  seller to deposit with the Fund  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 Funds 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 Fund may otherwise invest.
    If a seller of a repurchase  agreement  defaults and does not repurchase the
security  subject  to the  agreement,  the  Fund  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 Fund; in such event the Fund 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.
Reverse Repurchase  Agreements and Leverage We may enter into reverse repurchase
agreements  with Federal Reserve member banks and U.S.  securities  dealers from
time to  time.  In a  reverse  repurchase  transaction  we sell  securities  and
simultaneously agree to repurchase them at a price which reflects an agreed-upon
rate of interest.  We will use the proceeds of reverse repurchase  agreements to
make other  investments  which either mature or are under an agreement to resell
at a date simultaneous with or prior to the expiration of the reverse repurchase
agreement.  The Fund  may  utilize  reverse  repurchase  agreements  only if the
interest income to be earned from the investment  proceeds of the transaction is
greater than the interest expense of the reverse repurchase transaction.
    Reverse  repurchase  agreements are a form of leverage  which  increases the
opportunity for gain and the risk of loss for a given change in market value. In
addition,  the gains or losses  will  cause  the net asset  value of the  Funds'
shares to rise or fall faster than would  otherwise be the case.  There may also
be a risk of delay in the recovery of the underlying  securities if the opposite
party has financial difficulties.
    A Fund's  obligations  under all borrowings,  including  reverse  repurchase
agreements, will not exceed one-third of the Fund's net assets.
    The use of reverse repurchase agreements is included in the Fund's borrowing
policy and is subject to the limit of Section 18(f)(1) of the Investment Company
Act of 1940,  as  amended.  During the time a reverse  repurchase  agreement  is
outstanding,  each Fund that has  entered  into such an  agreement  maintains  a
segregated account with its Custodian  containing cash, U.S. government or other
liquid  high  grade  debt  securities  having  a value  at  least  equal  to the
repurchase  price  under the  reverse  repurchase  agreement.  Other  Investment
Techniques and  Opportunities The Funds 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 Fund.  It is not  the  policy  of any of the  Funds  to  select
investments  based  primarily  on  the  possibility  of  one or  more  of  these
investment techniques and opportunities being presented. Fund Turnover
    The  transactions  engaged  in by the  Funds  are  reflected  in the  Funds'
turnover rates. The rate of turnover for each Fund 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 Fund'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 Fund and ultimately by the Fund'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  has not  been  and will  not be a  consideration.  The  Investment
Adviser  buys and sells  securities  for each Fund  whenever  they believe it is
appropriate to do so.
    The Investment Adviser cannot predict precisely the turnover rates for these
new Funds,  but expects that the annual turnover rates will generally not exceed
50% for the Transamerica  Premier Equity Fund; 200% for the Transamerica Premier
Index  Fund;  100%  for  the  Transamerica   Premier  Bond  Fund;  50%  for  the
Transamerica  Premier  Balanced  Fund;  and  300% for the  Transamerica  Premier
Short-Intermediate  Government  Fund.  The  turnover  rate for the  Transamerica
Premier Cash Reserve Fund is expected to be zero for regulatory purposes. A 100%
annual turnover rate would occur if all of a Fund'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 Fund consistent with the Fund'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 Funds. An
asterisk  (*) appears  before the name of each  director  who is an  "interested
person" of the Company, as defined in the 1940 Act.
<TABLE>
<CAPTION>
<S>                      <C>                 <C>
Name, Address &           Position Held        Principal Occupations During Past 5 Years     
Age                     with Company          and Other Affiliations
Nicki Bair              President   Vice President,
Transmerica Center 1150 South Olive           Transamerica Investment Services
Los Angeles, CA 90015 ("TIS") since April, 1995;
Age 40                                        and Vice President, Transamerica
                                              Life Insurance and Annuity Company
                                              ("TALIAC") since 1991;
                                              and Vice President, Transamerica 
                                              Occidental Life Insurance Company
                        ("TOLIC") since 1992; formerly                             
                                              Division Manager, Pension Pricing
                                               and Asset Liability Management,
                                                TALIAC and TOLIC.
Reid A. Evers           Secretary             Second Vice President & Assistant
Transamerica Center                           General Counsel, TOLIC and TALIAC.
1150 South Olive
Los Angeles, CA  90015
Age 45
Christopher W. Shaw  Assistant Vice President   Second Vice President & Compliance
Transamerica Center Officer, Transamerica Securities Sales
1150 South Olive                              Corporation since March, 1995.
Los Angeles, CA  90015                        Formerly Manager, Group Pension
Age 49                                        Implementation, TALIAC since 1984.
*Nooruddin S. Veerjee                         Chief Executive Officer President, 
                                                  TALIAC and President,
Transamerica Center and Chairman of the Board   Group Pension Division, TOLIC, since
1150 South Olive                              December 1993. Formerly Senior Vice
Los Angeles, CA  90015                         President, Group Pension Line,
Age 37                                        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-April1990
*Gary U. Rolle          Director              Executive Vice President & Chief
Transamerica Center                           Investment Officer, TIS; Chairman &
1150 South Olive                              President, Transamerica Income
Los Angeles, CA 90015                       Shares Investment Company; Chief
Age 54                                        Investment Officer, TOLIC & TALIAC.
Donald Radisich         Vice President        Vice President, Administration,
Transamerica Center                           TALIAC.
1150 South Olive
Los Angeles, CA 90015
Age 53

Howell Margolit  Assistant Vice President  Assistant Vice  President,  TIS since
Transamerica Center April, 1995; formerly Manager,  Pricing 1150 South Olive and
Product Development, TALIAC.
Los Angeles, CA 90015
Age 43
J. Richard Atwood      Treasurer, Compliance                 
Transamerica Center  Officer, Chief Financial Officer and    
1150 South Olive        Chief Accounting Officer             
Los Angeles, CA 90015                                        
Age 35
                                               Vice President and Chief Financial     
                                               Officer, TIS since 1995; formerly Vice  
                                               President and Controller, First Pacific  
                                               Advisors, Inc. since 1988.          



Sidney E. Harris        Director              Dean of the Drucker Center, Claremont
The Drucker Center                            Graduate School; Director for The
Claremont Graduate School                     ServiceMaster Company and Family
925 N. Dartmouth Avenue                       Savings Bank; Trustee of Menlo
Claremont, CA 91711                           College, Atherton, California.
Age 46
Charles C. Reed         Director              Executive Vice President, Alexander &
Alexander & Alexander                          Alexander of California, Inc.;
55 S. Lake Ave., Suite 500                      Chairman of L.A. Chamber of
Pasadena, CA 91101                            Commerce; Director for Los Angeles
Age 62                                        YMCA, LA 2000 Partnership, and the
                                              California Museum Foundation.
Carl R. Terzian         Director              Chairman of Carl Terzian Associates;
Carl Terzian Associates                        Vice President of Project Concern;
12400 Wilshire Blvd.,                          Trustee of Woodbury University;
Suite 200                                     Director for Armenian Film
Los Angeles, CA 90025                          Foundation, Arthritis Foundation, Boy
Age 60                                        Scouts of America, California Higher
                                              Education  Loan  Authority,   Hugh
                                              O'Brian  Youth   Foundation,   St.
                                              Vincent Medical Center Foundation,
                                              The   Wellness   Community,    The
                                              Educational  Resource and Services
                                              Center,  Inc.,  and Senior  Health
                                              and Peer Counseling.
</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 $10,000, and $1,000 for each meeting of
the  Company's  Board  attended,  and  $500  for each  Board  committee  meeting
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 during the current fiscal year.
                                                   Estimated  Total
                                                 Annual  Compensation
                    Compensation  Pension  Benefits at   All Related
Name                    Paid    Benefits      Retirement      Funds
Sidney E. Harris      $15,000      $0            $0           $15,000
Charles C. Reed        $15,000    $0             $0           $15,000
Carl R. Terzian        $15,000    $0             $0           $15,000
Gary U. Rolle          $0           $0           $0           $0
Nooruddin S. Veerjee   $0           $0           $0               $0
    As of February 29, 1996 the officers and directors of Transamerica
Investors, Inc. together owned less than 1% of the shares of the Funds. As of
February 29, 1996 the following shareholders owned 5% or more of the shares
of the following Funds.
<TABLE>
<CAPTION>

                                       Transamerica         Percent of
Shareholder                            Premier Fund             Shares
<S>                                    <C>                 <C>                            <C>
Transamerica Corporation                Equity Fund                 39%
Transamerica Occidental Life Insurance Company              Equity Fund                      43%
ARC Reinsurance Corporation             Equity Fund                 16%
ARC Reinsurance Corporation             Index Fund                  72%
Transamerica Occidental Life Insurance Company               Index Fund                      25%
Transamerica Real Estate Tax Svc        Bond Fund                   86%
Transamerica Occidental Life Insurance Company                Bond Fund                      11%
Transamerica Corporation                Balanced Fund               63%
Transamerica Occidental Life Insurance Company            Balanced Fund                      29%
Transamerica Corporation                Short-Intermediate Government Fund                   89%
Transamerica Occidental Life Insurance CompanyShort-Intermediate Government Fund               9%
Transamerica Occidental Life Insurance Company      Cash Reserve Fund                        44%
Transamerica Life Insurance & Annuity Company        Cash Reserve Fund                       40%
</TABLE>

    The above percentages are of the Investor Shares only. The number of Adviser
Shares sold during this period was insignificant.  Investment Advisory and Other
Services Investment Adviser and Administrator  Responsibility for the management
and  supervision  of the Company and its Funds 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.
    The Funds' Investment Adviser is Transamerica Investment Services, Inc. (the
"Investment Adviser"),  1150 South Olive Street, Los Angeles,  California 90015.
The Investment  Adviser will:  (1) supervise and manage the  investments of each
Fund 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 Fund. 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  Advi  ser  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
Funds,  the Investment  Adviser receives an Adviser Fee. This fee is based on an
annual  percentage  of the average  daily net assets of each Fund. It is accrued
daily,  and paid monthly.  For the period ended  December 31, 1995,  the Adviser
earned $12,015,  $4,161,  $15,656,  $17,091,  $3,895,  and $20,801 of Investment
Adviser fees, all of which were waived,  on the Equity Fund, the Index Fund, the
Bond Fund,  the Balanced Fund, the  Short-Intermediate  Government  Fund and the
Cash Reserve Fund, respectively.
    The  Adviser  Fee for any Fund  may be  reduced  in any  year if the  Fund's
expenses exceed the limits on investment company expenses imposed by any statute
or  regulatory  authority  of any  jurisdiction  in which shares of the Fund are
qualified to offer for sale.  The term  "expenses" is defined in the statutes or
regulations  of  such   jurisdictions,   but  it  generally  excludes  brokerage
commissions,   taxes,  interest,  and  extraordinary  expenses.  The  only  such
limitation  currently known is imposed by the State of California.  California's
maximum  Fund  expenses  before the  Adviser Fee must be reduced are 2.5% of the
first $30 million of average net assets, 2% of the next $70 million, and 1.5% of
any excess over $100 million.
    The Funds'  Administrator is Transamerica  Occidental Life Insurance Company
(the "Administrator"),  1150 South Olive Street, Los Angeles,  California 90015.
The Administrator  will: (1) provide the Funds with  administrative and clerical
services, including the maintenance of the Funds' books and records; (2) arrange
periodic  updating of the Funds'  prospectus  and any  supplements;  (3) provide
proxy materials and reports to Fund shareholders and the Securities and Exchange
Commission;  and (4)  provide  the  Funds  with  adequate  office  space and all
necessary  office  equipment  and  services.  The  Administrator  also  provides
services  for the  registration  of Fund  shares  with  those  states  and other
jurisdictions where its shares are offered or sold.
    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.  Custodian  and Transfer  Agent State  Street Bank and Trust  Company
("State Street"),  located at 225 Franklin Street, Boston,  Massachusetts 02110,
serves as custodian of the Funds' 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 Fund.  For its custody
services, State Street receives monthly fees charged to the Funds based upon the
month-end,  aggregate  net asset value of the Funds,  plus  certain  charges for
securities  transactions.  The  assets  of  the  Company  are  held  under  bank
custodianship in accordance with the 1940 Act.
    Under a Foreign  Subcustodian  Agreement  with State  Street,  State  Street
London  Limited is  responsible  for foreign  assets and  transactions  with the
transnational depositories of Euroclear and Cedel.
    Under a Transfer Agency Agreement, State Street Bank is also responsible for
processing  redemption  requests  and  crediting  dividends  to the  accounts of
shareholders  of the  Funds.  Distribution  of Shares of the Funds  Transamerica
Securities  Sales  Corporation  ("TSSC") serves as the principal  underwriter of
shares of the Funds, which are continuously distributed.  Transamerica Financial
Resources,  Inc. ("TFR") will also distribute  shares of the Funds 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 Fund 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 Fund  makes  payments  monthly  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 Fund, except
the Transamerica  Premier Index and Cash Reserve Funds. The distribution fee for
the Index and Cash  Reserve  Funds is .10%.  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 compensa te sales personnel  involved
with  selling the Funds.  During the period from October 2, 1995 to December 31,
1995, TSSC earned $25,010.15 in 12b-1 fees for the Investor Shares. All of these
fees were used to develop and distribute sales literature.
    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 Fund,  except
the Transamerica  Premier Cash Reserve Fund. There is no 12b-1  distribution fee
for the  Transamerica  Premier Cash Reserve Fund.  There is also an annual 12b-1
service  fee of .25% of the average  daily net assets of the  Adviser  Shares of
each Fund.
    The 12b-1 fees for Adviser  Shares are higher than Investor  Shares  because
the  distribution  fee for the Adviser Shares 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 ongoing  shareholder  information and advice,  and
office expenses such as rent, communications  equipment,  employee salaries, and
other  overhead  costs.  During the period from  October 2, 1995 to December 31,
1995, TSSC earned $81.88 in 12b-1 fees for the Adviser Shares. All of these fees
were   allocated  to  TFR  as  dealer   concession  to   compensate   registered
representatives and for related expenses.
    From time to time,  and for one or more Funds  within  each class of Shares,
the  Distributor  may waive any or all of these fees at its  discretion.  Dealer
Concession  Pursuant  to a  selling  agreement  between  TSSC and TFR,  a dealer
concession  is paid to TFR equal to 1.00% on all new Adviser  Shares  purchased,
plus  0.25% on an  annual  basis on all  Adviser  Share  assets,  except  on the
Transamerica  Premier  Cash  Reserve  Fund.  The 0.25%  trailer  will be paid at
quarter-end  at the rate of 0.0625% of the average  daily asset  balance for the
quarter. No dealer concession is paid on the assets in the Transamerica  Premier
Cash  Reserve  Fund,  nor when new shares of this Fund are  purchased.  However,
exchanges   from  the   Transamerica   Premier  Cash  Reserve  Fund  to  another
Transamerica Premier Fund may be eligible for a 1.00% concession. Capitalization
Transamerica  Corporation  provided $100,000 in initial  capitalization  for the
Company  which  amount  has  been  allocated   among  the  Funds.   Transamerica
Corporation  acquired  its shares  for  investment  and can only  dispose of its
shares by redemption.  Transamerica  Corporation and certain of its wholly-owned
subsidiaries  invested  an  additional  $30  million  in  shares  of the  Funds.
Redemption of Shares
    Detailed  information  on how to redeem  shares of a Fund is included in the
Prospectus.  The right of redemption of shares of a Fund 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 Fund  normally  utilizes is  restricted,  or an
emergency,  as defined by the rules and regulations of the SEC,  exists,  making
disposal of a Fund'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  Fund's
shareholders.  A  shareholder  who pays for Fund 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 Fund in a 90-day period,  the entire  redemption will
be paid in cash if you provide  Transamerica  with an unconditio nal 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 specified in the Prospectus.
    Receipt  of your  instruction  to  redeem 30 days  prior to the  transaction
provides the Fund 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
Fund 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 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.
             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
       "Determination  of Net Asset Value," page 17, 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 Fund and its non-redeeming shareholders.  For example, assume
that a shareholder  redeems $1 million on a given day and that the Fund 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 Fund and its remaining  shareholders,  who would suffer the loss.
By delivering  securities instead of 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 Fund) bears the brokerage cost
of selling them. Exchange Privilege
    The exchange privilege  described in the Prospectus enables a shareholder of
a Fund to  acquire  the  same  class of  shares  in a Fund  having  a  different
investment  objective  and policies when the  shareholder  believes that a shift
between  Funds 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 Fund 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 Fund's  investment  decisions,  for  effecting  the
execution of trades for a Fund 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 Funds.  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 broad range of economic  factors and trends,  statistical
data relating to the strategy and performance of the Funds and other  investment
companies,  services  related to the execution of trades in a Fund'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 Fund'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 Funds.  The Investment  Adviser will not effect
any brokerage  transactions  in the Funds'  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
Fund, the Investment  Adviser will normally use its own  facilities.  A Fund 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 Fund and the  other  funds,  the  relative  size of
holdings  of the  same  or  comparable  securities,  availability  of  cash  for
investment  by a Fund and the  other  funds,  and the  size of their  respective
investment commitments.
    During  the  Fund's  initial  period of  operation  from  October 2, 1995 to
December 31, 1995, all transactions were allocated to brokers and dealers on the
basis of the best  execution and no  commissions  were paid based on research or
other services provided. For the period ended December 31, 1995 the Equity Fund,
the Index  Fund,  the Bond  Fund,  the  Balanced  Fund,  the  Short-Intermediate
Government Fund, and the Cash Reserve Fund paid $13,485, $4,295, $0, $8,045, $0,
and $0, respectively, in brokerage commissions.
    On  December  31,  1995,  the Index Fund held 164 shares of Merrill  Lynch &
Company  Incorporated  with a value of $8,364  and 72  shares of Morgan  Stanley
Group  Incorporated with a value of $5,805 and the Equity Fund held 6,000 shares
of  Merrill  Lynch & Company  Incorporated  with a value of  $306,000.  In 1995,
Merrill Lynch & Company Incorporated and Morgan Stanley Group
Incorporated were among the Index and Equity Funds'
regular brokers or dealers as defined in Rule 10b-1 under the Investment
Company Act of 1940.
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 Fund,  and each  class of each Fund.  In
accordance with procedures  adopted by the Board,  the net asset value per share
is  calculated  by  determining  the net worth of each Fund  (assets,  including
securities at market  value,  minus  liabilities)  divided by the number of that
Fund'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.  Eastern  Standard
Time).  Except for the  Transamerica  Premier Cash Reserve Fund,  each Fund 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 Fund will determine its net
asset value only on days that the Federal Reserve is open.
    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 Funds
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 Funds (other than the Transamerica  Premier Cash Reserve Fund)
are valued as follows:
           (a)    equity securities and other similar investments ("Equities")
 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, Equities traded on a U.S.
       exchange  or nasdaq are valued at the mean  between  the  closing bid and
       closing  asked  prices.  Equities  traded on a foreign  exchange  will be
       valued at the official bid price;
           (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 purchased 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;
           (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 by
       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.
    Equities  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 noon  (Eastern
Standard Time) Reuters spot rate. If such quotations are not available, the rate
of exchange will be determined in good faith by or under procedures  established
by the Board.
    All of the assets of the  Transamerica  Premier Cash Reserve Fund 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 Fund 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 Fund 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
Fund'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:  (1)  selling
securities  prior to maturity;  (2) shortening the average maturity of the fund;
(3)  withholding or reducing  dividends;  or (4) utilizing a net asset value per
share  determined  from available  market  quotations.  Even if these steps were
taken, the Transamerica  Premier Cash Reserve Fund's net asset value might still
decline. Performance Information
    Performance  information  for the Funds  including  the yield and  effective
yield of the Transamerica  Premier Cash Reserve Fund, the yield of the remaining
Funds,  and the total return of all Funds,  may appear in reports or promotional
literature  to current or  prospective  shareholders.  Money  Market Fund Yields
Current yield for the Transamerica Premier Cash Reserve Fund 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 Funds Quotations of yield for the remaining Funds 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 Funds  Quotations of average
annual  total  return  for any Fund will be  expressed  in terms of the  average
annual  compounded rate of return of a hypothetical  investment in a Fund over a
period of one,  five and ten years  (or,  if less,  up to the life of the Fund),
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 Fund 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
original cost. Published  Performance From time to time the Company may publish,
or provide  telephonically,  an  indication  of the Funds' 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;
    *Donoghue's Money Market Fund Report (which provides       
industry averages of 7-day annualized and compounded yields of
taxable, tax-free and U.S. government money market funds);
    *historical investment data supplied by the research departments of
Goldman Sachs, Lehman Brothers, First Boston Corporation, Morgan Stanley
(including EAFE), Salomon Brothers, Merrill Lynch, Donaldson Lufkin and
Jenrette or other providers of such data;
    *the FT-Actuaries Europe and Pacific Index;
    *mutual fund performance  indexes published by Morningstar,  Inc.,  Variable
Annuity  Research  &  Data  Service,  the  Investment  Company  Institute,   the
Investment  Company Data, Inc., Media General  Financial,  and Value Line Mutual
Fund 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 Fund.  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 Fund's performance figures.
    The Funds 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 Fund 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 Fund's  investments,  and
discussions of the Fund'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
Fund. 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 Fund
will vary based on market conditions,  expenses, investments, and other factors.
The value of a Fund'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 Fund's  holdings
available to investors upon request. 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  gains  (without
including losses) on 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,  do 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 be 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 to investments by foreign investors.
    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 if 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  obtained 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.
    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 An opinion of counsel as to the  legality of the shares of the Funds has
been  given  by Reid A.  Evers.  Independent  Auditors  Ernst & Young  LLP,  200
Clarendon Street,  Boston,  Massachusetts  02116,  performs audits of the Funds'
financial statements.  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 Funds  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 The audited Annual Report for the fiscal year
ended  December 31, 1995 is a separate  report  supplied with this  Statement of
Additional  Information and is incorporated  herein by reference.  The following
unaudited  financial  statements  are for the  period  January  1, 1996  through
February 29, 1996.

#

Description of Corporate Bond Ratings

#

Description of Fixed-Income Instruments

#

Investment Procedures and Risk Considerations for the Funds

#

Investment Procedures and Risk Considerations for the Funds

#

Investment Procedures and Risk Considerations for the Funds

#

Investment Procedures and Risk Considerations for the Funds

#

Investment Procedures and Risk Considerations for the Funds

#

Investment Procedures and Risk Considerations for the Funds

#

Fund 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

#

    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.
<TABLE>
<CAPTION>

          Estimated Annual             Total Compensation
Name                 Compensation Paid         Pension Benefits  Benefits at Retirement      All Related Funds
<S>                      <C>                  <C>                   <C>                   <C>    
Sidney E. Harris         $15,000              $0                    $0                    $15,000
Charles C. Reed          $15,000              $0                    $0                    $15,000
Carl R. Terzian          $15,000              $0                    $0                    $15,000
Gary U. Rolle            $0                   $0                    $0                    $0
Nooruddin S. Veerjee  $0                      $0                    $0                    $0
</TABLE>

Other Information

#

Schedule of Investments

Transamerica Premier Equity Fund     February 29, 1996 (unaudited)

                                                shares             value
COMMON STOCKS - 98.7%
Hotels & Restaurants - 12.3%
Host Marriott Corporation (a)                   35,000    $    455,000
Host Marriott Services Corporation (a)           5,000            33,125
Marriot International Incorporated              14,000          687,750
Mirage Resorts Incorporated (a)                 25,000        1,159,375
                                                             2,335,250
Business Services - 11.2%
Automatic Data Processing
    Incorporated                                15,000          581,250
CUC International Incorporated (a)              20,000          647,500
First Data Corporation                          13,000           900,250
                                                             2,129,000
Electronics - 11.0%
Intel Corporation                               13,000          764,563
Molex Incorporated                              19,000          631,750
Motorola Incorporated                           13,000           705,250
                                                             2,101,563
Financial Services - 9.0%
Countrywide Credit Industries
    Incorporated                                25,000          525,000
Merrill Lynch & Company
    Incorporated                                11,000          633,875
Schwab (Charles) Corporation                    22,000           561,000
                                                             1,719,875
Software - 8.7%
Autodesk Incorporated                            9,000          318,375
Broderbund Software Incorporated (a)             7,000          316,750
Intuit                                           5,000          333,750
Microsoft Corporation (a)                        7,000           690,812
                                                             1,659,687
Industrial Machinery - 8.6%
Briggs & Stratton Corporation                   20,000          857,500
Cincinnati Milacron Incorporated                 2,000            57,500
Magna International Incorporated                18,000           713,250
                                                             1,628,250
Communication Services - 8.4%
Silver King Communications
    Incorporated (a)                            30,000          862,500
Tele Communications Incorporated (a)            35,000           735,000
                                                             1,597,500
Computers & Business Equipment - 7.1%
Cisco Systems Incorporated (a)                  14,000          665,000
Dell Computer Corporation (a)                   20,000           687,500
                                                             1,352,500
Automobiles - 4.0%
General Motors Corporation                      15,000           768,750
 Insurance - 3.8%
American International Group
    Incorporated                                 4,000          386,500
                                                shares             value
20th Century Industries                         20,000  $        337,500
                                                                 724,000
Leisure Time - 3.8%
Disney (Walt) Company                           11,000           720,500
Plastics - 3.5%
Illinois Tool Works Incorporated                10,000           658,750
Drugs & Health Care - 2.9%
Columbia / HCA Healthcare
    Corporation                                 10,000           547,500
Aerospace- 2.4%
Boeing Company                                   5,500           446,188
Telecommunications - 2.0%
Airtouch Communications
    Incorporated (a)                            12,500           387,500
TOTAL COMMON STOCKS
(Cost $18,345,245)                                         18,776,813
                                             principal
                                             amount          value
REPURCHASE  AGREEMENT - 1.0% State  Street Bank and Trust  Company,  5.25%,  due
03/01/1996 (collateralized by $205,000 par value U.S. Treasury Notes, 5.75%, due
08/15/1996, with a value of $201,193)
(Cost $195,000)  $195,000195,000  TOTAL INVESTMENTS - 99.7% (Cost  $18,540,245*)
18,971,813  OTHER  ASSETS  LESS  LIABILITIES  - 0.3%  59,616 NET ASSETS - 100.0%
$19,031,429 (a) non-income  producing  security  *Aggregate cost for Federal tax
purposes.  Aggregate gross  unrealized  appreciation for all securities in which
there is an  excess  of value  over tax  cost  and  aggregate  gross  unrealized
depreciation  for all  securities  in which  there is an excess of tax cost over
value were  $1,043,931 and $612,363,  respectively,  resulting in net unrealized
appreciation of 431,568.

#

See notes to financial statements.

Schedule of Investments

Transamerica Premier Index Fund     February 29, 1996 (unaudited)

                                                shares             value
COMMON STOCKS - 63.8%
Drugs & Health Care - 6.1%
Abbott Labs                                        740      $  30,895
Allergan Incorporated                               60             2,235
Alza Corporation (a)                                77             2,560
American Home Products Corporation                 289            28,466
Amgen Incorporated (a)                             247            14,758
Bard (C R) Incorporated                             49             1,758
Bausch & Lomb Incorporated                          53             2,060
Baxter International Incorporated                  258            11,804
Becton Dickinson & Company                          61             5,002
Beverly Enterprises Incorporated (a)                92             1,116
Biomet Incorporated (a)                            107             2,033
Bristol Myers Squibb Company                       473            40,264
Columbia / HCA Healthcare Corporation              414            22,667
Community Psychiatric Centers                       41               379
Johnson & Johnson                                  602            56,287
Lilly (Eli) & Company                              514            31,097
Manor Care Incorporated                             58             2,226
Medtronic Incorporated                             216            12,393
Merck & Company Incorporated                     1,153            76,386
Pfizer Incorporated                                589            38,800
Pharmacia & Upjohn Incorporated                    449            18,802
Schering Plough Corporation                        347            19,475
St. Jude Medical Incorporated (a)                   64             2,416
Tenet Healthcare Corporation (a)                   186             4,162
United Healthcare Corporation                      162            10,571
United States Healthcare Incorporated              144             7,020
United States Surgical Corporation                  53             1,504
Warner Lambert Company                             126            12,458
                                                                 459,594
Oil - 4.6%
Amerada Hess Corporation                            87             4,481
Amoco Corporation                                  463            32,178
Ashland Incorporated                                59             2,161
Atlantic Richfield Company                         150            16,425
Chevron Corporation                                608            33,820
Exxon Corporation                                1,158            92,061
Kerr McGee Corporation                              48             2,862
Louisiana Land & Exploration Company                31             1,294
Mobil Corporation                                  369            40,452
Pennzoil Company                                    43             1,645
Phillips Petroleum Company                         244             8,540
Royal Dutch Petroleum Company                      500            68,875
Sun Incorporated                                    70             2,039
Tenneco Incorporated                               169             9,443
Texaco Incorporated                                242            19,299
Unocal Corporation                                 230             6,900
USX Marathon Group                                 277             5,124
                                                                 347,599
                                                shares             value
Telecommunications - 4.4%
Airtouch Communications
    Incorporated (a)                               461      $  14,291
Alltel Corporation                                 176             5,852
Ameritech Corporation                              517            29,792
AT & T Corporation                               1,479            94,102
Bell Atlantic Corporation                          407            26,913
Bellsouth Corporation                              926            36,924
GTE Corporation                                    904            38,759
MCI Communications Corporation                     632            18,486
NYNEXCorporation                                   398            20,497
Pacific Telesis Group                              399            11,272
Sprint Corporation                                 325            13,975
United States West Communications
    Group                                          439            14,377
United States West Media Group (a)                 439             9,164
                                                                 334,404
Banking - 4.0%
Banc One Corporation                               405            14,421
Bank New York Incorporated                         179             9,286
Bank of Boston Corporation                         104             5,057
Bankamerica Corporation                            349            24,866
Bankers Trust New York Corporation                  73             4,718
Barnett Banks Incorporated                          91             5,687
Boatmens Bancshares Incorporated                   117             6,555
Chase Manhattan Corporation                        163            12,143
Chemical Banking Corporation                       235            16,832
Citicorp                                           421            32,838
Comerica Incorporated                              100             3,888
Corestates Financial Corporation                   130             5,590
First Bank Systems Incorporated                    100             5,762
First Chicago NBD Corporation                      297            12,882
First Interstate Bancorp                            71            11,600
First Union Corporation                            261            15,790
Keycorp                                            212             7,976
MBNA Corporation                                   207             5,848
Mellon Bank Corporation                            137             7,655
Morgan (J P) & Company Incorporated                175            14,328
National City Corporation                          137             4,761
Nationsbank Corporation                            253            18,659
Norwest Corporation                                303            11,059
PNC Bank Corporation                               315             9,647
Republic New York Corporation                       52             3,114
Suntrust Banks Incorporated                        107             7,691
United States Bancorp                              142             4,384
Wachovia Corporation                               160             7,440
Wells Fargo & Company                               45            11,098
                                                                 301,575
Food & Beverages - 3.8%
Archer Daniels Midland Company                     505             9,721
Campbell Soup Company                              233            14,388
Coca Cola Company                                1,176            94,962
                                                shares             value
Food & Beverages - continued
Conagra Incorporated                               229      $    9,647
CPC International Incorporated                     136             9,418
General Mills Incorporated                         148             8,510
Heinz (H J) Company                                340            11,560
Hershey Foods Corporation                           72             5,427
Kellogg Company                                    204            15,402
Pepsico Incorporated                               734            46,425
Pioneer Hawaii Bred International
    Incorporated                                    78             4,202
Quaker Oats Company                                125             4,297
Ralston Purina Company                              97             6,499
Sara Lee Corporation                               447            14,472
Sysco Corporation                                  170             5,589
Unilever N V                                       149            20,040
Whitman Corporation                                 98             2,279
Wrigley (Wm ) Junior Company                       108             6,345
                                                                 289,183
Computers & Business Equipment - 2.8%
3Com Corporation (a)                               150             7,331
Amdahl Corporation (a)                             111               930
Bay Networks Incorporated                          180             7,335
Cabletron Systems Incorporated (a)                  67             5,033
Ceridian Corporation (a)                            43             1,849
Cisco Systems Incorporated (a)                     506            24,035
Compaq Computer Corporation (a)                    246            12,454
Cray Research Incorporated (a)                      24               681
Data General Corporation (a)                        35               591
Digital Equipment Corporation (a)                  137             9,864
Hewlett Packard Company                            477            48,058
Intergraph Corporation (a)                          43               796
International Business Machines                    530            64,991
Pitney Bowes Incorporated                          141             6,803
Tandem Computers Incorporated (a)                  108             1,039
Tandy Corporation                                   61             2,669
Unisys Corporation (a)                             160               980
Xerox Corporation                                  100            13,025
                                                                 208,464
Retail - 2.3%
Charming Shoppes Incorporated                       96               402
Circuit City Stores Incorporated                    90             2,666
Dayton Hudson Corporation                           67             4,983
Dillard Department Stores Incorporated             105             3,281
Federated Department Stores
    Incorporated (a)                               200             6,050
Gap Incorporated                                   134             7,186
Handleman Company                                   31               155
Home Depot Incorporated                            444            19,203
K Mart Corporation                                 428             2,996
Limited Incorporated                               333             5,827
Longs Drug Stores Corporation                       19               855
Lowes Companies Incorporated                       149             4,619
                                                shares             value
May Department Stores Company                      232      $  10,817
Melville Corporation                                98             3,124
Mercantile Stores Incorporated                      34             1,781
Nordstrom Incorporated                              77             3,475
Penney (J C) Incorporated                          212            10,070
Pep Boys Manny Moe & Jack                           57             1,710
Price Costco Incorporated (a)                      182             3,140
Rite Aid Corporation                                78             2,457
Sears Roebuck & Company                            363            16,471
Supervalu Incorporated                              64             2,064
TJX Companies Incorporated                          68             1,513
Toys R Us Incorporated (a)                         258             6,160
Wal Mart Stores Incorporated                     2,142            45,517
Walgreen Company                                   230             7,590
Woolworth Corporation                              124             1,488
                                                                 175,600
Electrical Equipment - 2.2%
Boston Scientific Corporation (a)                  141             6,768
Cooper Industries Incorporated                     100             3,862
Emerson Electric Company                           209            16,276
General Electric Company                         1,580          119,290
General Signal Corporation                          44             1,601
Grainger (WW) Incorporated                          47             3,214
Johnson Controls Incorporated                       38             2,726
Millipore Corporation                               42             1,864
National Service Industries Incorporated            45             1,569
Raychem Corporation                                 41             2,660
Westinghouse Electric Corporation                  366             6,771
                                                                 166,601
Electronics - 2.1%
Advanced Micro Devices Incorporated (a)             97             1,879
AMP Incorporated                                   203             8,653
Andrew Corporation (a)                              36             1,872
Apple Computer                                     113             3,108
DSC Communications Corporation (a)                 107             3,263
EG & G Incorporated                                 49             1,170
Harris Corporation Delaware                         36             2,394
Honeywell Incorporated                             119             6,307
Intel Corporation                                  768            45,168
Loral Corporation                                  160             7,540
LSI Logic Corporation (a)                          150             4,144
Micron Technology Incorporated                     192             6,144
Motorola Incorporated                              550            29,837
National Semiconductor Corporation (a)             115             1,797
Perkin Elmer Corporation                            39             1,794
Raytheon Company                                   228            11,428
Scientific Atlanta Incorporated                     72             1,206
Silicon Graphics Incorporated (a)                  148             3,700
Tektronix Incorporated                              31             1,407
Teledyne Incorporated                               52             1,463
Tellabs Incorporated (a)                            82             3,874
Texas Instruments Incorporated                     175             8,728
                                                shares             value
Electronics - continued
Thomas & Betts Corporation                          18      $    1,296
                                                                 158,172
Electric Utilities - 2.1%
American Electric Power Incorporated               173             7,417
Baltimore Gas & Electric Company                   138             3,916
Carolina Power & Light Company                     145             5,292
Central & South West Corporation                   179             4,967
Cinergy Corporation                                145             4,332
Consolidated Edison Company
    New York Incorporated                          219             7,145
Detroit Edison Company                             137             5,583
Dominion Resources
    Incorporated Virginia                          162             6,399
Duke Power Company                                 191             9,335
Edison International (a)                           416             7,280
Entergy Corporation                                212             6,015
FPL Group Incorporated                             173             7,720
General Public Utilities Corporation               108             3,605
Houston Industries Incorporated                    244             5,520
Niagara Mohawk Power Corporation                   135             1,013
Northern States Power Company
    Minnesota                                       63             3,103
Ohio Edison Company                                142             3,373
P P & L Resources Incorporated                     100             2,488
Pacific Gas & Electric Company                     396            10,147
Pacificorp                                         265             5,499
Peco Energy Company                                207             5,848
Public Service Enterprise Group                    228             6,412
Southern Company                                   621            14,826
Texas Utilities Company                            211             8,519
Unicom Corporation                                 200             6,400
Union Electric Company                              95             4,014
                                                                 156,168
Financial Services - 2.1%
Allstate Corporation                               418            17,922
American Express Company                           455            20,930
Beneficial Corporation                              49             2,548
Case Corporation                                    70             3,719
Dean Witter Discover & Company                     157             8,439
Federal Home Loan Mortgage
    Corporation                                    169            13,942
Federal National Mortgage Association            1,016            32,131
Fleet Financial Group Incorporated                 239             9,829
Household International Incorporated                91             6,120
Merrill Lynch & Company Incorporated               164             9,450
Morgan Stanley Group Incorporated                  144             6,750
Salomon Incorporated                                99             3,774
Travelers Group Incorporated                       298            19,929
                                                                 155,483
Chemicals - 1.9%
Air Products & Chemicals Incorporated              104             5,538
                                                shares             value
Dow Chemical Company                               251      $  20,143
Du Pont (E I) De Nemours & Company                 517            39,550
Eastman Chemical Company                            76             5,472
First Mississippi Corporation                       19               496
FMC Corporation (a)                                 34             2,482
Goodrich (B F) Company                              24             1,827
Grace (W R) & Company                               88             6,072
Great Lakes Chemical Corporation                    60             4,290
Hercules Incorporated                              104             6,240
Mallinckrodt Group Incorporated                     71             2,787
Monsanto Company                                   107            14,405
Morton International Incorporated                  138             5,227
Nalco Chemical Company                              63             2,000
PPG Industries Incorporated                        189             8,765
Praxair Incorporated                               129             4,450
Rohm & Haas Company                                 63             4,386
Sigma Aldrich                                       46             2,634
Union Carbide Corporation                          128             5,760
                                                                 142,524
Insurance - 1.8%
Aetna Life & Casualty Company                      106             8,016
Alexander & Alexander Services                      41               764
American General Corporation                       191             6,948
American International Group
    Incorporated                                   442            42,708
Chubb Corporation                                   81             7,867
Cigna Corporation                                   68             8,058
General Re Corporation                              76            10,934
Highlands Insurance Group Incorporated              10               204
ITT Hartford Group Incorporated (a)                108             5,562
Jefferson Pilot Corporation                         66             3,671
Lincoln National Corporation
    Incorporated                                    88             4,840
Loews Corporation                                  110             9,350
Marsh & McLennan Companies
    Incorporated                                    68             6,605
Providian Corporation                               89             4,116
Safeco Corporation                                 118             4,307
St. Paul Companies Incorporated                     79             4,473
Torchmark Incorporated                              67             3,107
Transport Holdings Incorporated (a)                  1                44
Unum Corporation                                    68             4,004
US Life Corporation                                 32               968
USF & G Corporation                                104             1,560
                                                                 138,106
Household Appliances & Products - 1.6%
Bassett Furniture Industries Incorporated           13               335
Black & Decker Corporation                          80             2,700
Clorox Company                                      50             4,237
Colgate Palmolive Company                          136            10,642
Corning Incorporated                               214             6,955
Gillette Company                                   413            22,354
                                                shares             value
Household Appliances & Products - continued
Maytag Corporation                                 100      $    1,962
Newell Company                                     148             4,107
Procter & Gamble Company                           641            52,562
Rubbermaid Incorporated                            147             4,134
Snap-On Incorporated                                38             1,701
Stanley Works                                       41             2,316
Whirlpool Corporation                               69             3,838
Zenith Electronics Corporation (a)                  20               138
                                                                 117,981
Software - 1.3%
Autodesk Incorporated                               44             1,557
Computer Associates International
    Incorporated                                   224            15,400
Mentor Graphics Corporation                         80             1,140
Microsoft Corporation (a)                          546            53,883
Novell Incorporated (a)                            344             4,192
Oracle Systems Corporation (a)                     404            21,008
Shared Medical Systems Corporation                  22             1,227
                                                                  98,407
Aerospace & Defense - 1.3%
Boeing Company                                     319            25,879
Computer Sciences Corporation (a)                   52             3,796
General Dynamics Corporation                        59             3,518
Lockheed Martin Corporation                        187            14,259
McDonnell Douglas Corporation                      105             9,266
Northrop Grumman Corporation                        46             2,841
Rockwell International Corporation                 202            11,514
Sun Microsystems Incorporated (a)                  178             9,345
TRW Incorporated                                    61             5,284
United Technologies Corporation                    115            12,362
                                                                  98,064
Tobacco - 1.2%
American Brands Incorporated                       176             7,986
Philip Morris Companies Incorporated               783            77,517
Schweitzer-Mauduit International
    Incorporated (a)                                15               426
UST Incorporated                                   182             6,461
                                                                  92,390
Automobiles - 1.2%
Chrysler Corporation                               357            20,126
Ford Motor Company                               1,002            31,313
General Motors Corporation                         697            35,721
Paccar Incorporated                                 36             1,701
                                                                  88,861
Paper & Forest Products - 0.9%
Alco Standard Corporation                          104             4,927
Boise Cascade Corporation                           45             1,586
Champion International Corporation                  90             3,600
Federal Paper Board Incorporated                    43             2,295
Georgia Pacific Corporation                         85             5,366
International Paper Company                        237             8,443
                                                shares             value
James River Corporation Virginia                    77         $2,031
Kimberly Clark Corporation                         259            19,781
Louisiana Pacific Corporation                      101             2,336
Mead Corporation                                    50             2,500
Potlatch Corporation                                27             1,110
Stone Container Corporation                         89             1,224
Union Camp Corporation                              65             3,031
Westvaco Corporation                                94             2,726
Weyerhaeuser Company                               190             8,051
Willamette Industries Incorporated                  51             2,677
                                                                  71,684
Leisure Time - 0.9%
Bally Entertainment Group (a)                       44               682
Bally Total Fitness Holding Corporation             11                47
Brunswick Corporation                               89             2,036
Disney (Walt) Company                              781            51,169
Harrahs Entertainment Incorporated (a)              96             2,604
ITT Corporation (a)                                108             6,520
King World Productions Incorporated (a)             34             1,424
Outboard Marine Corporation                         19               385
                                                                  64,867
Business Services - 0.8%
Automatic Data Processing Incorporated             268            10,385
Block (H & R) Incorporated                          98             3,467
CUC International Incorporated (a)                 162             5,245
De Luxe Corporation                                 77             2,474
Donnelley (R R) & Sons Company                     143             5,148
Ecolab Incorporated                                 60             1,822
First Data Corporation                             211            14,612
Humana Incorporated (a)                            200             4,900
Interpublic Group Companies
    Incorporated                                    73             3,075
Ogden Corporation                                   46               983
Safety Kleen Corporation                            54               783
Service Corporation International                   90             4,084
                                                                  56,978
Communication Services - 0.7%
Northern Telecom Limited                           237            11,258
SBC Communications Incorporated                    568            31,169
Tele Communications Incorporated (a)               609            12,789
                                                                  55,216
Hotels & Restaurants - 0.7%
Darden Restaurants Incorporated                    147             1,801
Dial Corporation Delaware                           87             2,610
Hilton Hotels Corporation                           45             4,219
Luby's Cafeterias Incorporated                      22               456
Marriot International Incorporated                 117             5,747
McDonald's Corporation                             648            32,400
Ryan's Family Steak Houses
    Incorporated (a)                                50               331
Shoney's Incorporated (a)                           39               327
                                                shares             value
Hotels & Restaurants -continued
Wendy's International Incorporated                  95         $1,722
                                                                  49,613
Conglomerates - 0.7%
Allied Signal Incorporated                         264            14,685
Harcourt General Incorporated                       68             2,950
Minnesota Mining & Manufacturing
    Company                                        392            25,529
Textron Incorporated                                79             6,221
                                                                  49,385
Railroads & Equipment - 0.6%
Burlington Northern Santa Fe                       132            10,560
Conrail Incorporated                                73             5,265
CSX Corporation                                    196             8,796
Norfolk Southern Corporation                       122             9,943
Union Pacific Corporation                          191            12,606
                                                                  47,170
Gold & Mining - 0.5%
Barrick Gold Corporation                           329             9,952
Cyprus Amax Minerals Company                        86             2,225
Echo Bay Mines Limited                             105             1,444
First Mississippi Corporation (a)                   13               351
Freeport McMoRan Copper & Gold                     190             6,199
Homestake Mining Company                           129             2,500
Newmont Mining Corporation                          80             4,550
Phelps Dodge Corporation                            65             3,973
Placer Dome Incorporated                           223             6,300
Santa Fe Pacific Gold Corporation                  122             1,906
                                                                  39,400
Gas & Pipeline Utilities - 0.5%
Coastal Corporation                                 98             3,602
Columbia Gas Systems Incorporated (a)               47             2,056
Consolidated Natural Gas Company                    87             3,741
Eastern Enterprises                                 19               672
Enron Corporation                                  235             8,607
Enserch Corporation                                 64               968
Nicor Incorporated                                  47             1,263
Oneok Incorporated                                  25               544
Pacific Enterprises                                 79             2,113
Panhandle Eastern Corporation                      140             4,007
Peoples Energy Corporation                          33             1,015
Sonat Incorporated                                  81             2,714
Williams Companies Incorporated                     95             4,512
                                                                  35,814
Petroleum Services - 0.5%
Baker Hughes Incorporated                          132             3,481
Dresser Industries Incorporated                    170             4,781
Halliburton Company                                106             5,817
Helmerich and Payne Incorporated                    23               771
McDermott International Incorporated                51               982
Rowan Companies Incorporated (a)                    79               859
Schlumberger Limited                               226            16,470
                                                shares             value
Western Atlas Incorporated (a)                      50         $2,631
                                                                  35,792
Publishing - 0.4%
American Greetings Corporation                      69             1,889
Dun & Bradstreet Corporation                       158             9,993
Harland (John H) Company                            28               626
Jostens Incorporated                                36               819
McGraw Hill Companies Incorporated                  47             4,107
Meredith Corporation                                26             1,141
Time Warner Incorporated                           360            15,390
                                                                  33,965
Industrial Machinery - 0.4%
Applied Materials Incorporated (a)                 164             5,863
Briggs & Stratton Corporation                       28             1,200
Cincinnati Milacron Incorporated                    32               920
Crane Company                                       28             1,134
Cummins Engine Incorporated                         38             1,601
Giddings & Lewis Incorporated Wisconsin             32               536
Ingersoll Rand Company                              99             4,047
ITT Industries Incorporated                        108             2,835
Nacco Industries Incorporated                        8               446
Pall Corporation                                   107             2,916
Parker Hannifin Corporation                         69             2,424
Timken Company                                      29             1,305
Trinova Corporation                                 27               813
Tyco Interest Limited                              142             5,130
Varity Corporation (a)                              38             1,434
                                                                  32,604
Liquor - 0.4%
Anheuser-Busch Companies Incorporated              238            16,035
Brown-Forman Corporation                            64             2,504
Coors (Adolph) Company                              36               698
Seagram Limited                                    347            11,928
                                                                  31,165
Newspapers - 0.3%
Dow Jones & Company Incorporated                    90             3,510
Gannett Incorporated                               131             8,908
Knight Ridder Incorporated                          46             3,185
New York Times Company                              90             2,475
Times Mirror Company                               105             3,570
Tribune Company                                     61             4,072
                                                                  25,720
Retail Grocery - 0.3%
Albertsons Incorporated                            237             8,769
American Stores Company                            138             4,019
Fleming Companies Incorporated                      35               700
Giant Foods Incorporated                            55             1,808
Great Atlantic & Pacific Tea Incorporated           36               810
Kroger Company (a)                                 114             4,233
Winn Dixie Stores Incorporated                     140             4,795
                                                                  25,134
                                                shares             value
Photography - 0.3%
Eastman Kodak Company                              319         $22,809
Polaroid Corporation                                42             1,848
                                                                  24,657
Pollution Control - 0.3%
Browning Ferris Industries Incorporated            199             5,895
Laidlaw Incorporated                               259             2,525
WMX Technologies Incorporated                      452            12,882
Zurn Industries Incorporated                        12               260
                                                                  21,562
Construction & Mining Equipment - 0.3%
Caterpillar Incorporated                           186            12,439
Dover Corporation                                  106             4,717
Foster Wheeler Corporation                          33             1,452
Harnischfeger Industries Incorporated               45             1,704
                                                                  20,312
Apparel & Textiles - 0.3%
Brown Group Incorporated                            17               210
Fruit Of The Loom Incorporated (a)                  71             1,802
Liz Claiborne                                       70             2,196
Nike Incorporated                                  134             8,693
Reebok International Limited                        73             1,925
Russell Corporation                                 36             1,008
Springs Industries Incorporated                     19               822
Stride Rite Corporation                             46               374
V F Corporation                                     60             3,225
                                                                  20,255
Aluminum - 0.2%
Alcan Aluminum Limited                             210             6,405
Aluminum Company America                           166             9,420
Reynolds Metals Company                             59             3,046
                                                                  18,871
Broadcasting - 0.2%
Comcast Corporation                                224             4,396
Viacom Incorporated (a)                            337            13,227
                                                                  17,623
Air Travel - 0.2%
AMR Corporation (a)                                 71             6,230
Delta Air Lines Incorporated                        47             3,666
Southwest Airlines Company                         134             4,121
US Air Group Incorporated (a)                       58               979
                                                                  14,996
Gas Exploration - 0.2%
Burlington Resources Incorporated                  118             4,292
Noram Energy Corporation                           116             1,044
Occidental Petroleum Corporation                   297             6,831
Oryx Energy Company (a)                             96             1,236
Santa Fe Energy Resources Incorporated (a)          84               777
                                                                  14,180
Auto Parts - 0.2%
Dana Corporation                                    94             2,844
                                                shares             value
Eaton Corporation                                   73         $4,225
Echlin Incorporated                                 56             1,897
Genuine Parts Company                              114             4,873
                                                                  13,839
Steel - 0.2%
Armco Incorporated (a)                              99               557
Bethlehem Steel Corporation (a)                    103             1,416
Inland Steel Industries Incorporated                45             1,097
Nucor Corporation                                   82             4,418
USX United States Steel                             76             2,489
Worthington Industries Incorporated                 85             1,827
                                                                  11,804
Construction Materials - 0.2%
Armstrong World Industries Incorporated             35             2,052
Masco Corporation                                  148             4,218
Owens Corning Fiberglas Corporation (a)             47             1,909
Sherwin Williams Company                            80             3,390
                                                                  11,569
Cosmetics & Toiletries - 0.1%
Alberto Culver Company                              26               920
Avon Products Incorporated                          64             5,144
International Flavours                             104             5,213
                                                                  11,277
Plastics - 0.1%
Illinois Tool Works Incorporated                   109             7,180
Premark International Incorporated                  59             3,090
                                                                  10,270
Toys & Amusements - 0.1%
Hasbro Incorporated                                 82             2,829
Mattel Incorporated                                207             6,883
                                                                   9,712
Agricultural Machinery - 0.1%
Deere & Company                                    243             9,507

Trucking & Freight Forwarding - 0.1%
Caliber Systems Incorporated (a)                    36             1,521
Consolidated Freightways Incorporated               40               980
Federal Express Corporation (a)                     52             3,848
Navistar International Corporation
    Incorporated (a)                                70               709
Roadway Services Incorporated                       18               270
Ryder Systems Incorporated                          73             1,834
Yellow Corporation                                  26               287
                                                                   9,449
Tires & Rubber - 0.1%
Cooper Tire & Rubber Company                        78             1,979
Goodyear Tire & Rubber Company                     142             6,745
                                                                   8,724
Containers & Glass - 0.1%
Ball Corporation                                    28               840
Bemis Incorporated                                  48             1,470
                                                shares             value
Containers & Glass - continued
Crown Cork & Seal Incorporated (a)                  84    $        3,959
Temple Inland Incorporated                          52             2,093
                                                                   8,362
Savings And Loan - 0.1%
Ahmanson H F & Company                             109             2,480
Golden West Financial Corporation                   55             2,784
Great Western Financial Corporation                127             2,905
                                                                   8,169
Non-Ferrous Metals - 0.1%
Asarco Incorporated                                 39             1,165
Engelhard Corporation                              134             2,730
Inco Limited                                       111             3,538
                                                                   7,433
Building Construction - 0.1%
Centex Corporation                                  26               747
Fluor Corporation                                   77             5,169
Kaufman & Broad Home Corporation                    30               461
Morrison Knudsen Corporation                        31                58
Pulte Corporation                                   25               747
                                                                   7,182
Office Furnishings & Supplies - 0.1%
Avery Dennison Corporation                          50             2,694
Moore Corporation Limited                           93             1,825
                                                                   4,519
Mobile Homes - 0.0%
Fleetwood Enterprises Incorporated                  43             1,156
Miscellaneous - 4.7%
S & P Depositary Receipt Trust                   5,600           357,700
TOTAL COMMON STOCKS
(Cost $4,429,707)                                              4,826,811
PREFFERED STOCK - 0.0%
Teledyne Incorporated
(Cost $0)                                            1                 8
                interest    maturity         principal
                rate          date           amount          value
COMMERCIAL PAPER - DOMESTIC - 28.9%
American Telephone & Telegraph Company
               5.530%         03/14/1996               $300,000299,401
Associates Corporation North American
               5.500%         03/15/1996               300,000299,358
Cargill Incorporated
               5.370%        03/11/1996                345,000344,485
General Electric Capital Corporation
               5.340%         03/14/1996               100,00099,807
General Electric Capital Corporation
               5.530%         03/15/1996               400,000399,140
Merrill Lynch & Company Incorporated
               5.400%         03/15/1996               400,000399,160
                interest    maturity         principal
                rate          date           amount          value
USAA Capital Corporation
               5.350%         03/18/1996               $345,000        $344,129

TOTAL COMMERCIAL PAPER - DOMESTIC
(Cost $2,185,480)                                              2,185,480
COMMERCIAL PAPER - FOREIGN - 4.0%
Canadian Wheat Board
(Cost $299,678)
               5.520%         03/08/1996               300,000          299,678
U.S. GOVERNMENT SECURITIES - 1.2%
United States Treasury Bills
               5.280%         03/07/1996               10,000            9,991
United States Treasury Bills**
               4.930%         03/14/1996               35,000  34,938
United States Treasury Bills**
               5.150%         03/21/1996               45,000  44,871

TOTAL U.S. GOVERNMENT SECURITIES
(Cost $89,800)                                                    89,800
TOTAL INVESTMENTS - 99.0%
(Cost  $7,004,665*)                                            7,401,777
OTHER ASSETS LESS LIABILITIES - 1.0%                              77,090
NET ASSETS - 100.0%                                    $7,478,867
(a) non-income producing security

Schedule of Futures Contracts
   number of         contract                total contractunrealized
   contracts         description             value                 gain (loss)
  8                  S&P 500                 $2,577,000          $56,000
                     June 1996 (long)
*Aggregate   cost  for  Federal  tax  purposes.   Aggregate   gross   unrealized
appreciation  for all  securities  in which there is an excess of value over tax
cost and aggregate  gross  unrealized  depreciation  for all securities in which
there  is  an  excess  of  tax  cost  over  value  were  $491,849  and  $94,737,
respectively.   Net  unrealized  appreciation  for  tax  purposes  is  $397,112.
**$80,000 par value of U.S.  Treasury  Bills has been pledged as collateral  for
initial margin for futures contracts.


See notes to financial statements.

#

Schedule of Investments

Transamerica Premier Index Fund     February 29, 1996 (unaudited) - Continued

#

See notes to financial statements.

Schedule of Investments

Transamerica Premier Index Fund     February 29, 1996 (unaudited) - Continued

See notes to financial statements.

#

Schedule of Investments

Transamerica Premier Index Fund     February 29, 1996 (unaudited) - Continued

See notes to financial statements.

#

Schedule of Investments

Transamerica Premier Index Fund     February 29, 1996 (unaudited) - Continued

See notes to financial statements.

#

Schedule of Investments

Transamerica Premier Index Fund     February 29, 1996 (unaudited) - Continued

 See notes to financial statements.

#

Schedule of Investments

Transamerica Premier Index Fund     February 29, 1996 (unaudited) - Continued

See notes to financial statements.

#

Schedule of Investments

Transamerica Premier Bond Fund      February 29, 1996 (unaudited)

                interest    maturity         principal      market
                rate          date           amount          value
CORPORATE BONDS - 60.6% Finance & Banking - 11.0% Bank of Boston Corporation
               6.625%         12/01/2005               $400,000        $391,340
First Union Corporation
               6.875%         09/15/2005               400,000403,392
Ford Motor Credit Company
               6.375%         10/06/2000               500,000502,020
                                                               1,296,752
Electric Utilities - 8.2%
Commonwealth Edison Company
               7.000%         07/01/2005               300,000299,301
Gulf States Utilities Company
               8.250%         04/01/2004               400,000416,928
Northern States Power Company Minnesota
               7.125%         07/01/2025               250,000248,370
                                                                 964,599
Drugs & Health Care - 7.3%
American Home Products Corporation
               7.900%         02/15/2005               400,000434,896
Tenet Healthcare Corporation
               8.625%         12/01/2003               430,000418,000
                                                                 852,896
Other Utilities - 7.2%
Arkla Incorporated
               8.900%         12/15/2006               400,000429,148
Hydro Quebec
               7.375%         02/01/2003               400,000415,980
                                                                 845,128
Industrials - 4.2%
Mallinckrodt Group Incorporated
               6.750%         09/15/2005               500,000499,205
Petroleum Services - 4.0%
Anadarko Petroleum Corporation
               5.875%         10/15/2003               500,000473,040
Aerospace & Defense - 4.0%
Boeing Company
               8.625%         11/15/2031               400,000472,816
Automobiles - 3.9%
General Motors Corporation
               9.625%         12/01/2000               400,000453,704
Liquor - 3.4%
Anheuser Busch Companies Incorporated
               7.250%         09/15/2015               400,000398,520
Gas Exploration - 3.0%
Burlington Resources Incorporated
               9.125%         10/01/2021               300,000356,448
Containers & Glass - 2.3%
Riverwood International Corporation
               11.250%        06/15/2002               250,000276,250
                interest    maturity         principal      market
                rate          date           amount          value
Retail - 2.1%
Pathmark Stores Incorporated
               9.625%         05/01/2003$              250,000         $240,000
TOTAL CORPORATE BONDS
(Cost $6,752,198)                                            7,129,358
GOVERNMENT AND AGENCY SECURITIES - 32.2%
United States Treasury Bonds
               7.625%         02/15/2025700,000        792,421
United States Treasury Notes
               6.500%         05/15/2005               1,500,0001,535,160
United States Treasury Notes
               6.500%         08/15/2005               300,000306,891
United States Treasury Notes
               5.875%         11/15/2005               1,180,0001,155,845
TOTAL GOVERNMENT AND AGENCY SECURITIES
(Cost $3,838,744)                                            3,790,317
REPURCHASE AGREEMENT - 5.7%
State Street Bank and Trust Company,  4.75%, due 03/01/1996,  (collateralized by
$700,000 par value U.S. Treasury Notes,  5.75%, due 08/15/1996,  with a value of
$687,001)
(Cost $670,000)                                        670,000670,000

TOTAL INVESTMENTS - 98.5%
(Cost  $11,675,609*)                                         11,589,675
OTHER ASSETS LESS LIABILITIES - 1.5%                             171,740
NET ASSETS - 100.0%                                        $11,761,415

*Aggregate   cost  for  Federal  tax  purposes.   Aggregate   gross   unrealized
appreciation  for all  securities  in which there is an excess of value over tax
cost and aggregate  gross  unrealized  depreciation  for all securities in which
there  is  an  excess  of  tax  cost  over  value  were  $25,099  and  $111,033,
respectively, resulting in net unrealized depreciation of $85,934.

See notes to financial statements.

#

Schedule of Investments

Transamerica Premier Balanced Fund      February 29, 1996 (unaudited)

                                                shares             value
COMMON STOCKS - 59.7%
Software - 9.0%
Autodesk Incorporated                            9,000    $    318,375
Broderbund Software Incorporated (a)             5,000          226,250
Intuit (a)                                       4,000          333,750
Microsoft Corporation (a)                        3,000           296,063
                                                             1,174,438
Financial Services - 6.8%
Franklin Resources Incorporated                  4,500          259,312
Schwab (Charles) Corporation                    10,000          255,000
Wells Fargo and Company                          1,500           369,938
                                                                 884,250
Electronics - 6.5%
Intel Corporation                                6,500          382,281
Molex Incorporated                               6,000          199,500
Motorola Incorporated                            5,000           271,250
                                                                 853,031
Hotels & Restaurants - 6.2%
Host Marriott Corporation (a)                   10,000          130,000
Host Marriott Services Corporation               2,000            13,250
Marriot International Incorporated               5,500          270,188
Mirage Resorts Incorporated (a)                  8,500           394,187
                                                                 807,625
Business Services - 4.9%
First Data Corporation                           6,500          450,125
Transaction Systems Architects
    Incorporated (a)                             5,500           193,875
                                                                 644,000
Communication Services - 4.5%
Silver King Communications
    Incorporated (a)                            10,000          287,500
Tele Communications Incorporated (a)            14,000           294,000
                                                                 581,500
Computers & Business Equipment - 4.4%
Cisco Systems Incorporated (a)                   7,000          332,500
Dell Computer Corporation (a)                    7,000           240,625
                                                                 573,125
Leisure Time - 3.5%
Disney (Walt) Company                            7,000           458,500
Industrial Machinery - 2.6%
Briggs & Stratton Corporation                    8,000           343,000
Electrical Equipment - 2.2%
Millipore Corporation                            6,500           288,437
Drugs & Health Care - 2.0%
United Healthcare Corporation                    4,000           261,000
Toys & Amusements - 1.9%
Mattel Incorporated                              7,500           249,375
                                                shares             value
Plastics - 1.8%
Illinois Tool Works Incorporated                 3,500  $        230,563
Telecommunications - 1.7%
Airtouch Communications
    Incorporated (a)                             7,000           217,000
Household Appliances & Products - 1.7%
Gillette Company                                 4,000           216,500
TOTAL COMMON STOCKS
(Cost $7,306,463)                                            7,782,344
                interest    maturity         principal      market
                rate          date           amount          value
CORPORATE BONDS - 21.1% Finance & Banking - 4.7% First Union Corporation
               6.875%         09/15/2005               $300,000302,544
General Motors Acceptance Corporation
               7.375%         05/28/1999               300,000311,247
                                                                 613,791
Electric Utilities - 4.7%
Commonwealth Edison Company
               7.000%         07/01/2005               300,000299,301
Gulf States Utilities Company
               8.250%         04/01/2004               300,000312,696
                                                                 611,997
Industrials - 2.5%
American Home Products Corporation
               7.900%         02/15/2005               300,000326,172
Gas & Pipeline Utilities - 2.4%
Williams Companies Incorporated
               7.500%        09/15/1999                300,000307,986
Retail - 2.2%
Dayton Hudson Corporation
               6.400%        02/15/2003                300,000291,312
Petroleum Services - 2.2%
Anadarko Petroleum Corporation
               5.875%         10/15/2003               300,000283,824
Other Utilities - 1.6%
Arkla Incorporated
               8.900%         12/15/2006               200,000214,574
Broadcasting - 0.8%
Viacom Incorporated
               7.750%         06/01/2005               100,000101,345
TOTAL CORPORATE BONDS
(Cost $2,770,412)                                              2,751,001
                interest    maturity         principal      market
                rate          date           amount          value
U.S. GOVERNMENT SECURITIES - 13.4%
United States Treasury Notes
               6.375%         08/15/2002$              400,000         $409,624
United States Treasury Notes
               5.875%         11/15/2005               1,370,0001,341,956
TOTAL U.S. GOVERNMENT SECURITIES
(Cost $1,796,952)                                              1,751,580
                                             principal
                                             amount          value
REPURCHASE  AGREEMENT - 5.2% State  Street Bank and Trust  Company,  4.75%,  due
03/01/1996 (collateralized by $715,000 par value U.S. Treasury Notes, 5.75%, due
08/15/1996, with a value of $701,722)
(Cost $686,000)                                        686,000           686,000
TOTAL INVESTMENTS - 99.4%
(Cost  $12,559,827*)                                         12,970,925
OTHER ASSETS LESS LIABILITIES - 0.6%                              72,722
NET ASSETS - 100.0%                                        $13,043,647

(a) non-income producing security
*Aggregate   cost  for  Federal  tax  purposes.   Aggregate   gross   unrealized
appreciation  for all  securities  in which there is an excess of value over tax
cost and aggregate  gross  unrealized  depreciation  for all securities in which
there  is an  excess  of  tax  cost  over  value  were  $809,498  and  $398,400,
respectively, resulting in net unrealized appreciation of $411,098.

See notes to financial statements.

#

Schedule of Investments

Transamerica Premier Balanced Fund      February 29, 1996 (unaudited) - Contin
ued

#

See notes to financial statements.

Schedule of Investments

Transamerica Premier Short-Intermediate Government Fund     February 29, 1996
(unaudited)
<TABLE>
<CAPTION>

 issuer                                                        interest                 maturity
principal

                                                                   rate                        date
amount
value
U.S. Government Securities - 98.1%
<S>                                                             <C>                     <C>   <C>         <C>     
United States Treasury Notes                                    5.125%                  06/30/1998        $515,000
$
510,895
United States Treasury Notes                                    5.625%                  11/30/2000          175,000
174,043
United States Treasury Notes                                    6.250%                  08/31/2000          500,000
510,000
United States Treasury Notes                                    6.375%                  07/15/1999        1,400,000
1,432,592
United States Treasury Notes                                    6.500%                  08/15/2005          300,000
306,891
United States Treasury Notes                                    6.875%                  03/31/2000
436,000
454,460
TOTAL U.S. GOVERNMENT
SECURITIES
</TABLE>

(Cost $3,408,896)
3,388,881
TOTAL INVESTMENTS -
98.1%

(Cost $3,408,896*)
3,388,881
OTHER ASSETS LESS LIABILITIES -
1.9%
66,397
NET ASSETS - 100.0%
$3,455,278
*Aggregate   cost  for  Federal  tax  purposes.   Aggregate   gross   unrealized
appreciation  for all  securities  in which there is an excess of value over tax
cost and aggregate  gross  unrealized  depreciation  for all securities in which
there is an excess of tax cost over value were $8,311 and $28,326, respectively,
resulting in net unrealized depreciation of $20,015.


See notes to financial statements.

#

Schedule of Investments

Transamerica Premier Cash Reserve Fund      February 29, 1996 (unaudited)

                interest    maturity         principal
                rate          date           amount          value
COMMERCIAL  PAPER - DOMESTIC - 83.3%  Consumer  Financial  Services - 16.7% Ford
Motor Credit Company
               5.350%         04/12/1996$              950,000         $944,070
Motorola Credit Corporation
               5.160%         04/04/1996               1,300,0001,293,665
Toyota Motor Credit Company
               5.330%         03/22/1996               1,200,0001,196,269
USAA Capital Corporation
               5.330%         03/27/1996               1,250,0001,245,188
                                                               4,679,192
Commercial Financial Services - 14.2%
Associates Corporation North American
               5.210%         03/04/1996               1,100,0001,099,522
Associates Corporation North American
               5.500%         04/02/1996               300,000298,533
Corporate Asset Funding Corporation
               5.600%         03/01/1996               1,300,0001,300,000
General Electric Capital Corporation
               5.500%         04/12/1996               1,100,0001,092,942
General Electric Capital Corporation
               5.450%         05/02/1996               200,000198,123
                                                               3,989,120
Finance & Banking - 8.3%
Deere (John) Capital Corporation
               4.625%         09/02/1996               1,000,000997,250
Old Kent Bank & Trust Company
               7.860%         12/16/1996               1,300,0001,328,163
                                                               2,325,413
Food Processing - 7.3%
Cargill Incorporated
               5.020%         05/03/1996               700,000693,850
Cargill Incorporated
               5.540%         03/01/1996               350,000350,000
Hershey Foods Corporation
               5.250%         04/04/1996               1,000,000995,042
                                                               2,038,892
Banking - 6.4%
Morgan (J P) & Company Incorporated
               5.620%         04/04/1996               1,000,000994,692
Republic New York Corporation
               5.200%         04/30/1996               800,000793,067
                                                               1,787,759
Insurance - 4.9%
Prudential Funding Corporation
               4.980%         05/24/1996               1,400,0001,383,732
Utilities - 3.8%
Consolidated Natural Gas Company
               5.180%         03/21/1996               1,060,0001,056,950
                interest    maturity         principal
                rate          date           amount          value
Telecommunications - 3.7%
Ameritech Capital Funding Corporation
               5.150%         03/27/1996$              650,000         $647,582
GTE California Incorporated
               5.230%         03/01/1996               400,000400,000
                                                               1,047,582
Mining - 3.6%
Minnesota Mining & Manufacturing Company
               5.200%         03/26/1996               1,000,000996,389
Drugs & Health Care - 3.5%
Warner Lambert Company
               5.530%         04/19/1996               1,000,000992,473
Brokerage - 3.5%
Merrill Lynch & Company Incorporated
               5.330%         05/03/1996               1,000,000990,673
Household Products - 3.5%
Proctor & Gamble Company
               5.000%         06/14/1996               1,000,000985,417
Electronics - 2.5%
Hewlett Packard Company
               5.230%         05/14/1996               695,000687,528
Paper and Forest Products - 1.4%
Kimberly Clark Corporation
               5.130%         04/12/1996               400,000397,606
TOTAL COMMERCIAL PAPER - DOMESTIC
(Cost $23,358,726)                                           23,358,726
COMMERCIAL PAPER - FOREIGN - 12.0%
Banking - 4.9%
Toronto Dominion Holdings
               5.070%         05/07/1996               1,400,0001,386,790
Utilities - 3.6%
Ontario Hydro
               5.590%         04/09/1996               1,000,000993,944
Government Agency - 3.5%
Province of British Columbia
               5.520%         07/03/1996               1,000,000980,987
TOTAL COMMERCIAL PAPER - FOREIGN
(Cost $3,361,721)                                              3,361,721
CERTIFICATE OF DEPOSIT - 4.9%
CIBC Yankee Certificate of Deposit
(Cost $1,375,000)
               5.220%         03/27/1996               1,375,0001,375,000
TOTAL INVESTMENTS - 100.2%
(Cost $28,095,447*)                                          28,095,447
OTHER ASSETS LESS LIABILITIES - (0.2)%                           (60,921
NET ASSETS - 100.0%                                        $28,034,526

*Aggregate cost for Federal tax purposes.

)

See notes to financial statements.

#

Financial Statements

Statements of Assets and Liabilities  February 29, 1996 (unaudited)


Transamerica

<TABLE>
<CAPTION>
                                                                                                                   Premier
Transamerica
                                              Transamerica      Transamerica    TransamericaTransamerica            Short-
Premier
                                        Premier               Premier          Premier            Premier       Intermediate
Cash Reserve
                                              Equity Fund        Index Fund     Bond Fund    Balanced Fund  Government
Fund
Fund
Assets
<S>                         <C>                       <C>              <C>                <C>              <C>        
Investments, at value (Note 4)                        $18,971,813      $7,401,777         $11,589,675      $12,970,925
$3,388,881                                            $28,095,447
Cash                                                  843               81,888            739               253
40,802                                                -
Dividends and interest
    receivable                                        13,261            11,022            209,861           85,054
31,595                                                46,646
Receivable for fund shares sold                       83,919            34,452            950               27,854
380
15,625
Due from Administrator (Note 2)                       16,333            21,247            9,994             11,499
16,603                                                39,718
Total Assets                                          19,086,169        7,550,386         11,811,219        13,095,585
3,478,261                                             28,197,436

Liabilities
Payable for fund shares
    redeemed                                          50                -                 -                 -
- -
56
Dividends payable                                     -                 -                 -                 -
- -
- -
Variation margin payable                              -                 21,600            -                 -
- -
- -
Due to custodian                                      -                 -                 -                 -
- -
84,074
Directors fees payable                                2,174             703               1,154             1,208
947
2,700
Distribution fees
    payable  (Note 3)                                 9,503             2,553             11,408            10,832
1,948                                                 10,419
Service fees payable (Note 3)                         45                -                 10                21
- -
13
Other accrued expenses                                42,968            46,663            37,232            39,877
20,088                                                65,648
Total Liabilities                                     54,740            71,519            49,804            51,938
22,983                                                162,910

Total Net Assets                                      $19,031,429      $7,478,867         $11,761,415      $13,043,647
$3,455,278                                            $28,034,526
Net Assets
Par value                                $            1,853             $683              $1,178            $  1,252
$
343                                      $            28,034
Paid in capital                                       18,613,581        6,919,235         11,812,958        12,632,601
3,435,800                                             28,006,492
Undistributed net investment
    income (loss) (Note 1)                            (9,063)           31,001            53,930            30,786
14,311                                                -
Accumulated net realized
    gain (loss) on investments                        (6,510)           186,837           (20,717)          (32,090)
24,839                                                -
Net unrealized appreciation
    (depreciation) of investments                     431,568           341,111           (85,934)          411,098
(20,015)                                              -


Total Net Assets                                      $19,031,429      $7,478,867         $11,761,415      $13,043,647
$3,455,278                                            $28,034,526

Investor Shares:
Net assets                                            $18,893,369      $7,478,636         $11,678,373      $12,876,625
$3,455,064                                            $27,897,125
Shares outstanding                                    1,839,766         682,587           1,169,556         1,235,868
342,936                                               27,897,125
Net asset value and offering
    and redemption price
    per Investor share                           $10.27            $10.96             $9.99            $10.42
$10.07
$1.00

Adviser Shares:
Net assets                                     $138,060              $231           $83,042          $167,022
$214
$137,400
Shares outstanding                               13,443                21             8,317            16,039
21
137,400
Net asset value and offering
    and redemption price
    per Adviser share                            $10.27            $10.95             $9.98            $10.41
$10.08
$1.00
Investments, at cost                                  $18,540,245      $7,004,665         $11,675,609      $12,559,827
$3,408,896                                            $28,095,447

</TABLE>

See notes to financial statements.

#

Financial Statements

Statements of Operations  For the period January 1, 1996 through Febraury 29,
1996 (unaudited)

<TABLE>
<CAPTION>

Transamerica

                                                                                                                   Premier
Transamerica
                                              Transamerica      Transamerica    TransamericaTransamerica            Short-
Premier
                                        Premier               Premier          Premier            Premier       Intermediate
Cash Reserve
                                              Equity Fund        Index Fund     Bond Fund    Balanced Fund  Government
Fund
Fund
Investment Income
<S>                                         <C>                         <C>               <C>               <C>              <C>
Interest                                    $         10,011            $  22,913         $  132,587        $    54,563      $
34,636                                      $         258,895
Dividends*                                            16,355            16,386            -                 5,830
- -
- -
TOTAL INCOME                                          26,366            39,299            132,587           60,393
34,636                                                258,895

Expenses
Investment Adviser fee (Note 2)                       9,972             3,554             11,668            15,268
2,849                                                 15,924
Custodian fees                                        8,665             2,624             7,130             8,496
1,573                                                 10,872
Audit fees                                            1,768             891               1,462             1,530
428
3,421
Legal fees                                            1,551             781               1,283             1,343
376
3,001
Printing expenses                                     3,403             2,392             4,227             4,059
1,252                                                 8,960
Directors fees and expenses
    (Note 2)                                          2,881             664               831               1,286
838
1,637
Transfer agent fees                                   17,989            11,049            8,985             11,934
12,315                                                12,437
Service fees (Note 3)                                 36                -                 7                 15
- -
5
Distribution fees -
    Investor shares (Note 3)                          5,842             1,166             4,854             5,075
1,424                                                 4,463
Distribution fees -
    Adviser shares (Note 3)                           108               -                 23                45
- -
16
Registration fees                                     6,674             4,270             4,294             4,413
4,194                                                 4,127
Miscellaneous                                         573               299               477               499
155
1,089
    Total operating expenses
    before waiver and
    reimbursement                                     59,462            27,690            45,241            53,963
25,404                                                65,952
Fees waived by Investment
    Adviser (Note 2)                                  (9,972)           (3,554)           (11,668)          (15,268)
(2,849)                                               (15,924)
Expenses reimbursed by the
    Administrator (Note 2)                            (14,110)          (15,851)          (8,269)           (9,137)
(17,711)                                              (38,639)
TOTAL Expenses                                        35,380            8,285             25,304            29,558
4,844                                                 11,389

Net Investment Income                                 (9,014)           31,014            107,283           30,835
29,792                                                247,506

Net Realized And Unrealized Gain
(Loss) on Investments
Net realized gain (loss) on
    investments and futures                           (5,246)           186,712           14,124            (5,544)
24,851                                                -
Unrealized appreciation
    (depreciation) of investments
    and futures contracts
    during the period                                 668,630           64,247            (452,066)         274,816
(72,767)                                              -
Net Realized And Unrealized
Gain (Loss) On Investments                            663,384           250,959           (437,942)         269,272
(47,916)                                              -

Net Increase (Decrease) In
Net Assets Resulting From
Operations                                            $654,370          $281,973          $(330,659)        $300,107
$(18,124)                                             $247,506

*Net of foreign
    withholding taxes of:                             -                 $11               -                 -
- -
- -
</TABLE>

See notes to financial statements.

#

Financial Statements

Statements of Changes in Net Assets  For the period January 1, 1996 through
February 29, 1996 (unaudited)

<TABLE>
<CAPTION>

Transamerica

                                                                                                                   Premier
Transamerica
                                              Transamerica      Transamerica    TransamericaTransamerica            Short-
Premier
                                        Premier               Premier          Premier            Premier       Intermediate
Cash Reserve
                                              Equity Fund        Index Fund     Bond Fund    Balanced Fund  Government
Fund
Fund
Increase (Decrease) in Net
Assets From Operations:
<S>                                      <C>                            <C>               <C>               <C>      
    Net investment income                $            (9,014)           $31,014           $107,283          $  30,835
$
29,792                                   $            247,506
    Net realized gain (loss)
    on investments                                    (5,246)           186,712           14,124            (5,544)
24,851                                                -
    Unrealized appreciation
    (depreciation)of investments
    and future contracts during
    the period                                        668,630           64,247            (452,066)         274,816
(72,767)                                              -
    Net increase (decrease) in net
    assets resulting from
    operations                                        654,370           281,973           (330,659)         300,107
(18,124)                                              247,506

Dividends to shareholders from net investment income:
    Investor shares                                   (21,869)          (37,981)          (116,698)         (72,028)
(32,230)                                              (247,045)
    Adviser shares                                    (6)               (1)               (84)              (76)
(2)
(461)

Distributions to shareholders from net realized gains:
    Investor shares                                   -                 -                 -                 -
(8,481)                                               -
    Adviser shares                                    -                 -                 -                 -
(1)
- -
Fund share transactions
    (Note 5)                                          7,271,558         300,693           372,746           713,508
77,850                                                16,774
    Increase in net assets                            7,904,053         544,684           (74,695)          941,511
19,012                                                16,774

Net Assets
    Beginning of period                               11,127,376        6,934,183         11,836,110        12,102,136
3,436,266                                             28,017,752
    End of period (1)                                 $19,031,429      $7,478,867         $11,761,415      $13,043,647
$3,455,278                                            $28,034,526

(1) Includes undistributed
    net investment income of:                         $(9,063)          $31,001           $53,930           $30,786
$14,311                                               $                 -

</TABLE>

See notes to financial statements.

#

Financial Statements

Statements of Changes in Net Assets  For the period October 2, 1995
 (commencement of operations) through December 31, 1995

<TABLE>
<CAPTION>

Transamerica

                                                                                                                   Premier
Transamerica
                                              Transamerica      Transamerica    TransamericaTransamerica            Short-
Premier
                                        Premier               Premier          Premier            Premier       Intermediate
Cash Reserve
                                              Equity Fund        Index Fund     Bond Fund    Balanced Fund  Government
Fund
Fund
Increase in Net Assets
From
operations:

<S>                                       <C>                           <C>               <C>               <C>    
   Net investment income                  $           21,826            $  37,969         $  173,137        $72,055
$46,374                                   $           334,544
   Net realized gain (loss)
    on investments                                    (1,264)           125               (34,841)          (26,546)
8,471                                                 -
   Unrealized appreciation
    (depreciation) of investments
    and futures contracts
    during the period                                 (237,062)         276,864           366,132           136,282
52,752                                                -
    Net increase (decrease)
    in net assets resulting
    from operations                                   (216,500)         314,958           504,428           181,791
107,597                                               334,544

Dividends to shareholders from net investment income:
    Investor shares                                   -                 -                 (109,662)         -
(29,622)                                              (334,364)
    Adviser shares                                    -                 -                 (47)              -
(2)
(180)

Fund share transactions (Note 5)                      11,327,206        6,602,555         11,424,721        11,903,675
3,341,623                                             28,001,102
    Increase in net assets                            11,110,706        6,917,513         11,819,440        12,085,466
3,419,596                                             28,001,102

Net Assets
    Beginning of period                               16,670            16,670            16,670            16,670
16,670                                                16,650

    End of period (1)                                 $11,127,376                         $6,934,183
$11,836,110                                           $12,102,136                         $3,436,266
$28,017,752

(1) Includes undistributed net
investment income of:                     $           21,826            $  37,969         $  63,428         $72,055
$
16,750                                                -
</TABLE>



See notes to financial statements.

#

Financial Statements

Financial Highlights - Investor Class Shares Period from January 1, 1996 through
February 29, 1996 (unaudited)

The following table includes  selected data for a share  outstanding  throughout
the  period  and  other  performance  information  derived  from  the  financial
statements.
<TABLE>
<CAPTION>

Transamerica

                                                                                                                   Premier
Transamerica
                                              Transamerica      Transamerica    TransamericaTransamerica            Short-
Premier
                                        Premier               Premier          Premier            Premier       Intermediate
Cash Reserve
                                              Equity Fund        Index Fund     Bond Fund    Balanced Fund  Government
Fund
Fund
Net Asset Value
<S>                                           <C>              <C>               <C>                <C>   
Beginning of period                           $9.82            $10.59            $10.37             $10.23
$10.25
$1.00

Investment Operations
Net investment income (1)                       0.00              0.070.09                 0.02              0.09
0.01
Net realized and
    unrealized gain                             0.47              0.36(0.37)               0.23              (0.14)
0.00
Total from investment operations                0.47              0.43(0.28)                 0.25             (0.05)0.01

Distributions to
Shareholders from:
Net investment income                          (0.02)(0.06)               (0.10)(0.06)               (0.10)
(0.01)
Net realized gains                              0.00              0.00             0.00               0.00
(0.03)
  0.00
Total distributions
    to shareholders                            (0.02)            (0.06)                   (0.10)            (0.06)
(0.13)                                        (0.01)
Net asset value end of period                 $10.27            $10.96            $9.99             $10.42
$10.07
$1.00
TOTAL RETURN (2)                                4.79%4.06%                (2.71)%                     2.47%
(0.49)%                                         0.89%

Ratios and Supplemental Data
Ratio of expenses to
    average net assets (3) (4)                    1.50%                                0.70%
1.30%
    1.45%                                         0.85%                                0.25%
Ratio of net income to
    average net assets (4)                      (0.38)%                                6.61%
5.52%
    1.51%                                         5.23%                                5.44%
Portfolio turnover rate (4)                          3%                                  34%
23%
    22%                                            296%                                  N/A
Net assets end of period                  $18,893,369$7,478,636                  $11,678,373
$12,876,625
    $3,455,064                            $27,897,125
</TABLE>

(1) Net investment income is after waiver of fees by the Investment Adviser and
 reimbursement of certain expenses by the
Administrator (see Note 2 to the financial statements).  If the Investment
Adviser had not waived fees and the Administrator  had not reimbursed  expenses,
net  investment  income  (loss) per share would have been $(0.01) for the Equity
Fund,  $0.04 for the Index Fund, $0.08 for the Bond Fund, $0.01 for the Balanced
Fund, $0.05 for the  Short-Intermediate  Government Fund, and $0.01 for the Cash
Reserve Fund. (2) Total return represents  aggregate total return for the period
indicated and is not  annualized.  (3) If the Investment  Adviser had not waived
fees and the Administrator had not reimbursed  expenses,  the ratio of operating
expenses to average net assets would have been 2.27% for the Equity Fund,  4.52%
for the Index Fund,  2.15% for the Bond Fund, 2.39% for the Balanced Fund, 3.17%
for the Short-Intermediate Government Fund, and 1.34% for the Cash Reserve Fund.
(4) Annualized.

See notes to financial statements.

#

Financial Statements

Financial Highlights - Investor Class Shares  Period Ended December 31, 1995*

The following table includes  selected data for a share  outstanding  throughout
the  period  and  other  performance  information  derived  from  the  financial
statements.
<TABLE>
<CAPTION>


Transamerica

                                                                                                                   Premier
Transamerica
                                              Transamerica      Transamerica    TransamericaTransamerica            Short-
Premier
                                        Premier               Premier          Premier            Premier       Intermediate
Cash Reserve
                                              Equity Fund        Index Fund     Bond Fund    Balanced Fund  Government
Fund
Fund
Net Asset Value
<S>                                         <C>               <C>                 <C>               <C>   
Beginning of period                         $10.00            $10.00              $10.00            $10.00
$10.00
$1.00

Investment Operations
Net investment income (1)                       0.02              0.060.16                0.06               0.15
0.01
Net realized and
    unrealized gain (loss)                     (0.20)0.53                 0.32             0.17              0.20              -
Total from investment operations               (0.18) 0.59                0.48               0.23             0.35
0.01

Distributions to
Shareholders from:
Net investment income                            -                 -               (0.11)                    -
(0.10)                                            (0.01)
Net asset value
    End of period                              $9.82            $10.59            $10.37            $10.23
$10.25
$1.00

TOTAL RETURN (2)                               (1.80)%                    5.90%             4.82%             2.30%
3.49%                                           1.39%

Ratios and Supplemental Data
Ratio of expenses to
    average net assets (3) (4)                  0.25%0.25%                0.25%             0.25%             0.25%
0.25%
Ratio of net income to
    average net assets (4)                      1.51%2.70%                6.55%             3.12%             5.88%
5.55%
Portfolio turnover rate (4)                      0%               4%                 19%16%
260%
N/A
Net assets end of period                         $11,070,182              $6,933,960                   $11,826,508
$12,083,554                                      $3,436,050               $27,996,475
</TABLE>

*Each Fund commenced operations on October 2, 1995.
(1) Net investment income is after waiver of certain fees by the Investment 
Adviser and reimbursement of certain expenses by the
Administrator (see Note 2 to the financial statements). If the Investment
Adviser had not waived fees and the Administrator  had not reimbursed  expenses,
net  investment  income  (loss) per share would have been $(0.01) for the Equity
Fund,  $(0.03)  for the  Index  Fund,  $0.12  for the Bond  Fund,  $0.02 for the
Balanced Fund, $0.09 for the  Short-Intermediate  Government Fund, and $0.01 for
the Cash Reserve Fund. (2) Total return  represents  aggregate  total return for
the period  indicated and is not annualized.  (3) If the Investment  Adviser had
not waived fees and the Administrator had not reimbursed expenses,  the ratio of
operating  expenses to average  net assets  would have been 2.39% for the Equity
Fund,  4.12% for the Index Fund, 1.93% for the Bond Fund, 2.12% for the Balanced
Fund, 2.51% for the  Short-Intermediate  Government Fund, and 1.37% for the Cash
Reserve Fund. (4) Annualized.

See notes to financial statements.

#

#

Financial Statements

Financial  Highlights - Adviser Class Shares Period from January 1, 1996 through
February 29, 1996 (unaudited)

The following table includes  selected data for a share  outstanding  throughout
the  period  and  other  performance  information  derived  from  the  financial
statements.

<TABLE>
<CAPTION>

Transamerica

                                                                                                                   Premier
Transamerica
                                              Transamerica      Transamerica    TransamericaTransamerica            Short-
Premier
                                        Premier               Premier          Premier            Premier       Intermediate
Cash Reserve
                                              Equity Fund        Index Fund     Bond Fund    Balanced Fund  Government
Fund
Fund
Net Asset Value
<S>                                         <C>            <C>              <C>               <C>                 <C>   
Beginning of period                         $9.81          $10.58           $10.37            $10.22              $10.25
    $1.00

Investment Operations
Net investment income (1)                     (0.01)           0.03               0.08              0.01
0.05
0.01
Net realized and
    unrealized gain                            0.47            0.37              (0.38)             0.21              (0.11)0.00
Total from investment operations               0.46           0.40              (0.30)              0.22              (0.06)0.01

Distributions to
Shareholders from:
Net investment income                          0.00          (0.03)              (0.09)            (0.03)             (0.08)
(0.01)
Net realized gains                             0.00          0.00               0.00              0.00              (0.03)
0.00
Total distributions
    to shareholders                            0.00        (0.03)             (0.09)            (0.03)              (0.11)
(0.01)
Net asset value end of period               $10.27        $10.95              $9.98           $10.41              $10.08
    $1.00
TOTAL RETURN (2)                               4.70%           3.83%             (2.93)%2.28%                 (0.62)%
0.87%

Ratios and Supplemental Data
Ratio of expenses to
    average net assets (3) (4)                   2.25%                1.69%             2.05%
2.20%
1.67%                                            0.40%
Ratio of net income to
    average net assets (4)                     (1.08)%                1.39%             5.46%
1.20%
4.46%                                            5.23%
Portfolio turnover rate (4)                         3%                34%               23%
22%
296%                                               N/A
Net assets at end of period                   $138,060                $231              $83,042
$167,022
$214                                          $137,400
</TABLE>

(1) Net investment income is after waiver of fees by the Investment Adviser and
 reimbursement of certain expenses by the
Administrator (see Note 2 to the financial statements).  If the Investment
Adviser had not waived fees and the Administrator  had not reimbursed  expenses,
net  investment  income  (loss) per share would have been $(0.05) for the Equity
Fund,  $(242.56) for the Index Fund,  $(1.54) for the Bond Fund, $(0.46) for the
Balanced Fund, $(1.59) for the  Short-Intermediate  Government Fund, and $(0.26)
for the Cash Reserve Fund. (2) Total return figures are not  annualized.  (3) If
the  Investment  Adviser  had not  waived  fees  and the  Administrator  had not
reimbursed expenses, the ratio of operating expenses to average net assets would
have been 105.41% for the Equity Fund,  13,452.39%  for the Index Fund,  111.26%
for  the  Bond  Fund,   88.79%  for  the  Balanced  Fund,   14,159.95%  for  the
Short-Intermediate  Government  Fund,  and 60.74% for the Cash Reserve Fund. (4)
Annualized.


See notes to financial statements.

#

Financial Statements

Financial Highlights - Adviser Class Shares  Period Ended December 31, 1995*

The following table includes  selected data for a share  outstanding  throughout
the  period  and  other  performance  information  derived  from  the  financial
statements.

<TABLE>
<CAPTION>

Transamerica

                                                                                                                   Premier
Transamerica
                                              Transamerica      Transamerica    TransamericaTransamerica            Short-
Premier
                                        Premier               Premier          Premier            Premier       Intermediate
Cash Reserve
                                              Equity Fund        Index Fund     Bond Fund    Balanced Fund  Government
Fund
Fund
Net Asset Value
<S>                                         <C>                 <C>               <C>              <C>   
Beginning of period                         $10.00              $10.00            $10.00           $10.00
$10.00
 $1.00

Investment Operations
Net investment income (1)                       0.01 0.04               0.12             0.03                 0.12
0.01
Net realized and
    unrealized gain (loss)                     (0.20)                    0.54              0.35               0.19
0.22                                             -
Total from investment operations               (0.19)                  0.58              0.47                 0.22
0.34                                            0.01

Distributions to
to Shareholders from:
Net investment income                            -                 -               (0.10)                    -
(0.09)                                           (0.01)
Net asset value
    End of period                             $9.81             $10.58            $10.37           $10.22
$10.25
$1.00

TOTAL RETURN (2)                               (1.90)%                   5.80%              4.69%             2.20%
3.37%                                           1.26%

Ratios and Supplemental Data
Ratio of expenses to
    average net assets (3) (4)                   0.94%                1.12%             0.98%
0.98%
0.99%                                            0.38%
Ratio of net income to
    average net assets (4)                      0.63%                    1.49%              5.72%             2.36%
4.84%                                           5.43%
Portfolio turnover rate (4)                          0%                                   4%
19%
    16%                                            260%                                  N/A
Net assets at end of period                     $57,194                                 $223
$9,602
    $18,582                                        $216                              $21,277
</TABLE>


*Each Fund commenced operations on October 2, 1995.
(1) Net investment income is after waiver of certain fees by the Investment 
Adviser and reimbursement of certain expenses by the
Administrator (see Note 2 to the financial statements). If the Investment
Adviser had not waived fees and the Administrator  had not reimbursed  expenses,
net  investment  income  (loss) per share would have been $(0.62) for the Equity
Fund,  $(0.05)  for the Index Fund,  $(3.01) for the Bond Fund,  $(1.95) for the
Balanced Fund, $0.08 for the Short-Intermediate Government Fund, and $(0.24) for
the Cash Reserve Fund. (2) Total return  represents  aggregate  total return for
the period  indicated and is not annualized.  (3) If the Investment  Adviser had
not waived fees and the Administrator had not reimbursed expenses,  the ratio of
operating  expenses to average net assets  would have been 92.04% for the Equity
Fund,  4.52% for the Index  Fund,  147.96%  for the Bond Fund,  150.92%  for the
Balanced Fund, 2.55% for the Short-Intermediate Government Fund, and 109.23% for
the Cash Reserve Fund. (4) Annualized.

See notes to financial statements.

#

Financial Statements

Notes to Financial Statements - (Unaudited) February 29, 1996

1.  Significant Accounting Policies

                    Transamerica  Investors,  Inc. (the "Company") was organized
as a Maryland  corporation on February 22, 1995. The Company is registered  with
the Securities and Exchange  Commission (the "SEC") under the Investment Company
Act of 1940 (the "1940 Act") as an open-end,  diversified  management investment
company. The Company is composed of six series (collectively  referred to as the
"Funds"):  Transamerica  Premier Equity Fund (the "Equity  Fund"),  Transamerica
Premier Index Fund (the "Index Fund"), Transamerica Premier Bond Fund (the "Bond
Fund"),  Transamerica Premier Balanced Fund (the "Balanced Fund"),  Transamerica
Premier Short-Intermediate  Government Fund (the "Short-Intermediate  Government
Fund"),  and  Transamerica  Premier Cash Reserve Fund (the "Cash Reserve Fund").
Each Fund is a separate series. Each series has two classes of shares,  Investor
Shares and Adviser  Shares.  Each share of each class  represents  an  identical
legal  interest in the same  investments  of a Fund,  except that Adviser Shares
have higher distrib ution fees.  Each class has certain other  expenses  related
solely to that class. The Company commenced investment  operations on October 2,
1995. The following is a summary of significant  accounting policies followed by
each Fund in the  preparation  of its financial  statements  in accordance  with
generally accepted accounting principles.
  (a)  Valuation of  Securities - All  securities  are valued as of the close of
 regular  trading on the New York Stock  Exchange  (normally  4:00 p.m.  Eastern
 Standard  Time).  Except for the Cash Reserve Fund,  each Fund 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.  The Cash  Reserve  Fund will
 determine its net asset value only on days that the Federal Reserve is open.
Investments  of the Funds  (other  than the Cash  Reserve  Fund)  are  valued as
follows:
                    (1) Equity  securities  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,  equity  securities  traded on a U.S.
exchange  or nasdaq are valued at the mean  between  the closing bid and closing
asked prices.  Equity  securities traded on a foreign exchange will be valued at
the official  bid price.  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.
                    (2) Debt securities  purchased 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  Transamerica  Investment  Services,   Inc.,  the
investment adviser, and approved by the Board of Directors.
                    (3)  Options and  futures  contracts  are valued at the last
sale  price  on the  market  where  any  such  option  or  futures  contract  is
principally  traded.  Over-the-counter  options  are valued  based  upon  prices
provided by market makers in such securities or dealers in such currencies.
                    (4) Forward foreign currency  exchange  contracts are valued
based upon quotations supplied by dealers in such contracts.
                    (5) All other  securities and other assets,  including those
for which no pricing service supplies 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.
                    (6) Debt securities with a remaining  maturity of 60 days or
less will be valued at their amortized cost, which approximates market value.
                    All of the  investments  of the Cash Reserve Fund are valued
at  amortized  cost,  in  accordance  with  Rule  2a-7 of the  1940  Act,  which
approximates market value. (b) Repurchase  Agreements Plan - Each Fund may enter
into  repurchase  agreements  with Federal  Reserve  System member banks or U.S.
securities  dealers.  A repurchase  agreement  occurs when, at the time the Fund
purchases 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
Fund'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.  The risk to the Fund is the ability of the
seller to pay the  agreed-upon  price on the  delivery  date.  If the  seller is
unable to make timely repurchase, the Fund's expected proceeds could be delayed,
or the Fund could suffer a loss in principal or current interest, or incur costs
in liquidating the collateral.  (C) FUTURES CONTRACTS -- The Index Fund uses S&P
500 Index  futures  as part of its  strategy  to match the return of the S&P 500
Index.  Upon entering into a futures  contract,  the Fund is required to deposit
with the  broker  an  amount  of cash or cash  equivalents  equal  to a  certain
percentage  of the  contract  amount.  This  is  known  as the  initial  margin.
Subsequent payments  ("variation  margin") are made or received by the Fund each
day, depending on the daily fluctuations of the value of the contract. The daily
changes in the contract a re recorded as  unrealized  gains or losses.  The Fund
recognizes  a realized  gain or loss when the  contract  is  closed.  The use of
futures  contracts  involves  several  risks.  The  change  in value of  futures
contracts primarily corresponds with the value of their underlying  instruments,
which may not correlate with the change in value of the hedged  investments.  In
addition,  the Fund may not be able to enter into a closing  transaction because
of an illiquid secondary market. (d) Securities Transactions,  Investment Income
and  Expenses -  Securities  transactions  are  recorded  as of the trade  date.
Realized gains and losses on sales of investments are recorded on the identified
cost basis. Interest income and expenses are recorded daily on an accrual basis.
Dividend income is recorded on the ex-date.  Investment  income and realized and
unrealized  gains and losses are allocated based upon the relative average daily
net  assets of each class of  shares.  Expenses  not  directly  chargeable  to a
specific Fund are allocated primarily on the basis of relative average daily net
assets. Expenses of each Fund not directly attributable to the operations of any
class of shares are allocated among the classes based upon the relative  average
daily net assets of each class. Distribution fees are directly attributable to a
particular class of shares and are charged only to that class. (e) Dividends and
Distributions  -  Dividends  from net  investment  income  on shares of the Cash
Reserve Fund are  determined  on a class level and are  declared  daily and paid
monthly. Dividends from net investment income on shares of the Bond Fund and the
Short-Intermediate  Government  Fund are  determined  on a class  level  and are
declared and paid monthly.  Dividends  from net  investment  income,  if any, on
shares of the Equity Fund,  the Index Fund, and the Balanced Fund are determined
on a class level and are declared and paid quarterly.  Each Fund distributes net
realized  capital  gains,  if  any,  on a Fund  level  annually.  Dividends  and
distributions  paid by each Fund and class are recorded on the ex-dividend date,
except for the Cash Reserve Fund,  which  records  dividends  daily.  Additional
dividends from net investment  income and  distributions of capital gains may be
made at the  discretion  of the  Board of  Directors  in  order to avoid  the 4%
nondeductible   Federal   excise  tax.   Income   dividends   and  capital  gain
distributions  are determined in accorda nce with income tax  regulations  which
may differ from generally accepted accounting principles.  These differences are
primarily due to differing  treatments of income and gains on various investment
securities held by the Funds, timing differences and differing  characterization
of distributions made by the Funds. (f) Federal Income Taxes - Each Fund intends
to qualify as a regulated  investment company by complying with the requirements
of the Internal Revenue Code applicable to regulated investment companies and by
distributing to shareholders substantially all of its taxable income. Therefore,
no Federal  income or excise tax provision is required.  For Federal  income tax
purposes,  capital  loss  carryforwards  (exclusive  of certain  capital  losses
incurred  after  October 31) of $17,  $34,657,  and $26,024 are available to the
extent  provided by  regulations  to offset future  realized gains of the Equity
Fund, the Bond Fund, and the Balanced Fund, respectively. These losses expire in
2003.  The Company has entered into an  Investment  Advisory and  Administrative
Services Agreement (the "Agreement") with Transamerica Investment Services, Inc.
(the   "Investment   Adviser"),   a  wholly  owned  subsidiary  of  Transamerica
Corporation,  on behalf of each Fund. Pursuant to the Agreement,  the Investment
Adviser  will  supervise  and manage the  investments  of each Fund,  direct the
purchase and sale of its  investments,  and ensure that  investments  follow its
investment  objective,  strategies,  and  policies  and comply  with  government
regulations.  For its services to the Funds,  the Investment  Adviser receives a
monthly fee,  based on an annual  percentage  of the average daily net assets of
each Fund.  The annual fee for the Equity  Fund is 0.85% on the first $1 billion
of average  daily net assets,  0.82% on the next $1 billion of average daily net
assets,  and 0.80% on average  daily net assets over $2 billion.  The annual fee
for the Index Fund is 0.30% of average daily net assets.  The annual fee for the
Bond Fund is 0.60% on the first $1 billion of average daily net assets, 0.57% on
the next $1 billion of average daily net assets,  and 0.55% on average daily net
assets over $2  billion.  The annual fee for the  Balanced  Fund is 0.75% on the
first $1 billion of average  daily net  assets,  0.72% on the next $1 billion of
average daily net assets, and 0.70% on average daily net assets over $2 billion.
The annual fee for the  Short-Intermediate  Government  Fund is 0.50% of average
daily net assets.  The annual fee for the Cash  Reserve Fund is 0.35% of average
daily net assets.
                    The Company's  Administrator is Transamerica Occidental Life
Insurance   Company  (the   "Administrator"),   a  wholly  owned  subsidiary  of
Transamerica  Insurance  Corporation  of  California,  which in turn is a wholly
owned subsidiary of Transamerica  Corporation.  The  Administrator  provides the
Funds with  administrative and clerical  services,  including the maintenance of
the Funds' books and records;  registers the Funds' shares with the SEC and with
those  states and other  jurisdictions  where the shares are offered or sold and
arranges periodic updating of the Funds' prospectuses;  provides proxy materials
and reports to the Funds'  shareholders and the SEC; and provides the Funds with
adequate  office space and all necessary  office  equipment  and  services.  The
Administrator  receives  its fee  directly  from  the  Investment  Adviser,  and
receives no compensation from the Funds.
                    The Investment  Adviser has agreed to waive its Fee, and the
Administrator  has agreed to assume any other  operating  expenses  (other  than
certain  extraordinary or  non-recurring  expenses) for each Fund which together
exceed a specified percentage of the average daily net assets of that Fund until
the  earlier of October  1, 1996 or such time as the  Fund's  assets  exceed $50
million. The specified percentages are as follows:
                                          Investor          Adviser
Fund                                  Shares                 Shares
Equity Fund                            1.50%                  2.25%
Index Fund                             0.70%                  1.60%
Bond Fund                              1.30%                  2.05%
Balanced Fund                          1.45%                  2.20%
Short-Intermediate Government Fund     0.85%                  1.60%
Cash Reserve Fund                      0.70%                  0.85%
                    Transamerica  Securities Sales  Corporation  ("TSSC") is the
principal  underwriter and distributor of the shares of each of the Funds.  TSSC
distributes  Investor Shares. 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  in  turn  is  a  wholly-owned  subsidiary  of  Transamerica
Corporation.
                    No officer, director, or employee of the Investment Adviser,
the   Administrator  or  any  of  their  respective   affiliates   receives  any
compensation  from the Funds for acting as a director or officer of the Company.
Each director of the Company who is not an "interested  person" (as that term is
defined in the 1940 Act)  receives from the Funds a $10,000  annual fee,  $1,000
for each  meeting  of the  Company's  Board  attended,  and $500 for each  Board
committee  meeting  attended,   and  is  reimbursed  for  expenses  incurred  in
connection  with such  attendance.  For the period ended  February 29, 1996, the
Funds paid  aggregate  fees of $8,137 to all  directors  who are not  affiliated
persons of the Investment Adviser.
  The 12b-1 plans of distribution and related distribution contracts require the
 Funds to pay  distribution  and service  fees to TSSC as  compensation  for its
 activities,  not as  reimbursement  for  specific  expenses.  For the  Investor
 Shares, there is an annual 12b-1 distribution fee of 0.25% of the average daily
 net  assets of the  Investor  Shares of each  Fund,  except  the Index and Cash
 Reserve Funds,  which each pay a distribution fee of 0.10% of the average daily
 net assets.  For the Adviser Shares,  there is an annual 12b-1 distribution fee
 of 0.75% of the average  daily net assets of the  Adviser  Shares of each Fund,
 except the Cash Reserve Fund,  which has no distribution  fee. There is also an
 annual  12b-1  service  fee of 0.25% of the  average  daily  net  assets of the
 Adviser  Shares of each  Fund.  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.  The service fee compensates sales personnel for ongoing
 shareholder   information  and  advice,  and  office  expenses  such  as  rent,
 communications equipment, employee salaries, and other overhead costs.
  The aggregate cost of purchases and proceeds from sales of securities,
 excluding short-term
  investments,  for the period of January 1, 1996 through February 29, 1996 were
 as follows:
<TABLE>
<CAPTION>
                                               U.S. GovernmentProceeds from U.S. Government        Purchases
 Purchases                              Sales                 Sales
<S>                                <C>               <C>                     <C>               <C>       <C>   
Equity Fund                        $7,688,174        $           -           $73,630           $           -
Index Fund                            272,715                    -          955,863                        -
Bond Fund                             430,000                    -              424,628                    -
Balanced Fund                         842,793                    -              422,452                    -
Short-Intermediate
   Government Fund                          -           $1,838,289                    -           $1,626,504
At February 29, 1996, there were two billion shares of $0.001 par value stock authorized, consisting of one billion Investor
Shares and one billion Adviser Shares. The tables below summarize
transactions in Fund shares for the period from January 1, 1996 to February
29, 1996 and for the period ended December 31, 1995.
Transamerica Premier Equity Fund
                                          Period Ended February 29, 1996                     Period Ended December 31, 1995
Investor Shares                             Shares          Amount               Shares               Amount
Capital stock sold                    717,282           $7,245,446            1,125,709          $11,269,950
Capital stock issued
    upon reinvestment of
    dividends and distributions         2,199               21,734                    -                    -
Capital stock redeemed                 (7,082)             (72,471)                 (9)                 (86)
Net increase                          712,399           $7,194,709            1,125,709          $11,269,950
Adviser Shares                              Shares          Amount               Shares               Amount
Capital stock sold                      7,615              $76,843                5,827              $57,842
Capital stock issued
    upon reinvestment of
    dividends and distributions             1                    6                    -                    -
Capital stock redeemed                       -                    -                   -                    -
Net increase                            7,616              $76,849                5,827              $57,842

Transamerica Premier Index Fund
                                          Period Ended February 29, 1996                     Period Ended December 31, 1995
Investor Shares                             Shares          Amount               Shares               Amount
Capital stock sold                     24,600             $267,501              653,176           $6,602,355
Capital stock issued
    upon reinvestment of
    dividends and distributions         3,534               37,572                    -                    -
Capital stock redeemed                   (390)              (4,380)                   -                    -
Net increase                           27,744             $300,693              653,176           $6,602,355
Adviser Shares                              Shares          Amount               Shares               Amount
Capital stock sold                          -                    -                   20                 $200
Capital stock issued
    upon reinvestment of
    dividends and distributions             -                    -                    -                    -
Capital stock redeemed                      -                    -                    -                    -
Net increase                                -                    -                   20                 $200

Transamerica Premier Bond Fund
                                          Period Ended February 29, 1996                     Period Ended December 31, 1995
Investor Shares                             Shares          Amount               Shares               Amount
Capital stock sold                     18,790             $192,289            1,127,986          $11,305,873
Capital stock issued
    upon reinvestment of
    dividends and distributions        11,310              116,499               10,828              109,606
Capital stock redeemed                 (1,017)             (10,481)                 (7)                 (75)
Net increase                           29,083             $298,307            1,138,807          $11,415,404
Adviser Shares                              Shares          Amount               Shares               Amount
Capital stock sold                      7,383              $74,356                  921               $9,270
Capital stock issued
    upon reinvestment of
    dividends and distributions             8                   83                    4                   47
Capital stock redeemed                      -                    -                    -                    -
Net increase                            7,391              $74,439                  925               $9,317

Transamerica Premier Balanced Fund
                                          Period Ended February 29, 1996                     Period Ended December 31, 1995
Investor Shares                             Shares          Amount               Shares               Amount
Capital stock sold                     48,373             $496,136            1,179,124          $11,885,383
Capital stock issued
    upon reinvestment of
    dividends and distributions         7,043               71,981                    -                    -
Capital stock redeemed                   (333)              (3,469)                 (5)                 (49)
Net increase                           55,083             $564,648            1,179,119          $11,885,334
Adviser Shares                              Shares          Amount               Shares               Amount
Capital stock sold                     14,214             $148,784                1,816              $18,341
Capital stock issued
    upon reinvestment of
    dividends and distributions             7                   76                    -                    -
Capital stock redeemed                      -                    -                    -                    -
Net increase                           14,221             $148,860                1,816              $18,341

Transamerica Premier Short-Intermediate Government Fund
                                          Period Ended February 29, 1996                     Period Ended December 31, 1995
Investor Shares                             Shares          Amount               Shares               Amount
Capital stock sold                      3,641              $37,160              330,960           $3,311,850
Capital stock issued
    upon reinvestment of
    dividends and distributions         4,018               40,713                2,927               29,621
Capital stock redeemed                     (2)                 (25)                 (4)                 (49)
Net increase                            7,657              $77,848              333,613           $3,341,422
Adviser Shares                              Shares          Amount               Shares               Amount
Capital stock sold                          -                    -                   20                 $200
Capital stock issued
    upon reinvestment of
    dividends and distributions             -                   $2                    -                    1
Capital stock redeemed                      -                    -                    -                    -
Net increase                                -                   $2                   20                 $201

Transamerica Premier Cash Reserve Fund
                                          Period Ended February 29, 1996                     Period Ended December 31, 1995
Investor Shares                             Shares          Amount               Shares               Amount
Capital stock sold                    582,450             $582,450           27,792,888          $27,792,888
Capital stock issued
    upon reinvestment of
    dividends and distributions      377,095               377,095              204,021              204,021
Capital stock redeemed             (1,058,895)          (1,058,895)            (17,083)             (17,083)
Net increase (decrease)              (99,350)            ($99,350)           27,979,826          $27,979,826
Adviser Shares                              Shares          Amount               Shares               Amount
Capital stock sold                    117,560             $117,560               25,200              $25,200
Capital stock issued
    upon reinvestment of
    dividends and distributions           564                  564                   76                   76
Capital stock redeemed                 (2,000)              (2,000)              (4,000)              (4,000)
Net increase                          116,124             $116,124               21,276              $21,276

</TABLE>

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Financial Statements

Notes to Financial Statements - (Unaudited) Continued

2.  Investment Advisory Fees and Other Transactions with Affiliates

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Financial Statements

Notes to Financial Statements - (Unaudited) Continued

3.  Distribution PlanS

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Financial Statements

Notes to Financial Statements - (Unaudited) Continued

4.  Securities Transactions

5.  Capital Stock Transactions

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Financial Statements

Notes to Financial Statements - (Unaudited) Continued

#

Financial Statements

Notes to Financial Statements - (Unaudited) Continued

#

Transamerica Premier Portfolio of Funds


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