As filed with the Securities and Exchange Commission onApril ____, 1998
Registration No. 33-90888
811-9010
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C
20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |_|
Pre-Effective Amendment No. |_|
Post-Effective Amendment No. 10 |X|
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 12 |X|
TRANSAMERICA INVESTORS, INC.
(Exact Name of Registrant)
1150 South Olive, Los Angeles, CA 90015
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code:
(213) 742-2111
Name and Address of Agent for Service:
Reid A. Evers, Esquire
Second Vice President, Assistant General Counsel
Transamerica Occidental Life Insurance Company
1150 South Olive
Los Angeles, CA 90015
Approximate date of proposed sale to the
public: As soon as practicable after effectiveness of the
Registration Statement.
The Registrant has previously filed a declaration of indefinite registration of
its shares pursuant to Rule 24F-2 under the Investment Company Act of 1940. The
Form 24F-2 for the year ended December 31, 1997 was filed onMarch 20, 1998.
It is proposed that this filing will become effective:
|_|immediately upon filing pursuant to paragraph (b)
|_| on April 29, 1996 pursuant to paragraph (b) |_|
60 days after filing pursuant to paragraph (a)(1) |_|
on ________________ pursuant to paragraph (a)(1)
|X|75 days after filing pursuant to paragraph (a)(2)
|_|
on ________________ pursuant to paragraph (a)(2) of
Rule 485
If appropriate, check the following box:
|_| this Post-Effective Amendment designates a new
effective date for a previously filed Post-Effective Amendment.
<PAGE>
TRANSAMERICA INVESTORS, INC.
Registration Statement on Form N-1A
CROSS REFERENCE SHEET
Pursuant to Rule 481(b)
PART A INFORMATION REQUIRED IN A PROSPECTUS
<TABLE>
<CAPTION>
N-1A Item No. Caption
<S> <C> <C>
1. Cover Page Cover Page
2. Synopsis Cover Page
Fund Expenses
3. Condensed Financial Information [Not Applicable]
4. General Description of Registrant Cover Page
A General Discussion About Risk
The Funds in Detail
Organization and Management
General Information
5. Management of the Fund The Management Team
Organization and Management
General Information
5.A. Management's Discussion of Performance Investment Adviser's Performance
Managing Similar Accounts
6. Capital Stock and Other Securities The Management Team
Dividends and Capital Gains
Tax Information
General Information
7. Purchase of Securities Being Offered Shareholder Services
Opening Your Account
How to Buy Shares
Other Investor Requirements and
Services
8. Redemption or Repurchase Shareholder Services
How to Sell Shares
N-1A Item No. Caption
8. Redemption or Repurchase (continued) How to Exchange Shares
Other Investor Requirements and
Services
Share Price
9. Pending Legal Proceedings General Information
PART B INFORMATION REQUIRED IN THE STATEMENT OF ADDITIONAL INFORMATION
N-1A Item No. Caption
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History [Not Applicable]
13. Investment Objectives and Policies Investment Objectives and Policies
Investment Restrictions
14. Management of the Registrant Management of the Company
Investment Advisory and Other
Services
15. Control Persons and Principal Management of the Company
Holder of Securities
16. Investment Advisory and Other Practices Investment Advisory and Other
Services
17. Brokerage Allocation and Other Practices Brokerage Allocation
18. Capital Stock and Other Securities Purchase and Redemption of Shares
19. Purchase, Redemption and Pricing of Purchase and Redemption of Shares
Pricing of Securities Being Offered
20. Tax Status Taxes
21. Underwriters Management of the Company
N-1A Item No. Caption
22. Calculation of Performance Data Performance Information
23. Financial Statements [Not Applicable]
</TABLE>
PART C OTHER INFORMATION
Information required to be included in Part C is set forth under the appropriate
Item, so numbered, in Part C to this Registration Statement.
1
Transamerica Premier Funds --- Class A and Class M Shares
Prospectus: June 30, 1998
Transamerica Premier Aggressive Growth Fund Transamerica Premier Small Company
Fund Transamerica Premier Equity Fund Transamerica Premier Value Fund
Transamerica Premier Index Fund Transamerica Premier Bond Fund Transamerica
Premier Balanced Fund Transamerica Premier Cash Reserve Fund
Your Guide
This guide (the "Prospectus") will provide you with helpful insights and details
about the Class A and Class M Shares of the Transamerica Premier Funds (a "Fund"
or collectively the "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, Inc.
Transamerica Investors, Inc. (the "Company") is an open-end, management
investment company offering 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 class of each Fund has its own levels of expenses and charges. The minimum
initial investment is $10,000, or $250 to open an IRA. See "Minimum Investments"
on page 31 for more details.
Additional Information and Assistance
For additional details about the Funds, call 1-800-________, or write to
Transamerica Premier Funds, P.O. Box 9232, Boston, Massachusetts 02205-9232. A
Statement of Additional Information, which has been filed with the Securities
and Exchange Commission (the "SEC"), is available at no charge by calling the
above number. The Statement of Additional Information is a part of this
Prospectus by reference.
LIKE ALL MUTUAL FUND SHARES, THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
AN INVESTMENT IN THE TRANSAMERICA PREMIER CASH RESERVE FUND IS NEITHER INSURED
NOR GUARANTEED BY THE U.S. GOVERNMENT, AND THERE CAN BE NO ASSURANCE THAT THIS
FUND WILL MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
<PAGE>
Contents
The Funds at a Glance 2
Fund Expenses 4
Investment Adviser's Performance Managing
Similar Accounts 7
The Management Team 10
The Funds In Detail 11
Transamerica Premier Aggressive Growth Fund 11
Transamerica Premier Small Company Fund 12
Transamerica Premier Equity Fund 13
Transamerica Premier Value Fund 14
Transamerica Premier Index Fund 16
Transamerica Premier Bond Fund 17
Transamerica Premier Balanced Fund 18
Transamerica Premier Cash Reserve Fund 19
A General Discussion About Risk 20
Investment Procedures and Risk Considerations 21
Shareholder Services 26
Opening Your Account 27
Distribution of Shares 27
How to Buy Shares 31
How to Sell Shares 32
How to Exchange Shares 34
Other Investor Requirements and Services 35
Dividends and Capital Gains 36
Tax Information 36
Share Price 37
Organization and Management 38
General Information 41
The Funds at a Glance
The Transamerica Premier Funds consist of the following Funds with different
investment objectives and risk levels. There is no guarantee that these
investment objectives will be met. These brief descriptions will give you a
summary of each Fund. A more detailed description for each Fund is in "The Funds
in Detail" on page 11. For information on the risks associated with investment
in these Funds, see "Investment Procedures and Risk Considerations" on page 21.
Transamerica Premier Aggressive Growth Fund The Fund seeks to maximize long-term
growth.
It invests primarily in common stocks selected for their growth potential
resulting from growing franchises protected by high barriers to
competition. Under normal market conditions, the Fund will invest at least
90% of its total assets in a non-diversified portfolio of domestic equity
securities of any size, which may include securities of larger, more
established companies and/or smaller emerging companies selected for their
growth potential.
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.
See page 11 for more details.
Transamerica Premier Small Company Fund The Fund seeks to maximize long-term
growth.
It invests primarily in a diversified portfolio of domestic common stocks.
Under normal market conditions, at least 65% of the Fund will be invested
in companies with smaller market capitalizations (generally, under $1
billion) or annual revenues of no more than $1 billion.
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.
See page 12 for more details.
Transamerica Premier Equity Fund The Fund seeks to maximize long-term growth.
It invests primarily in common stocks of growth companies that are
considered 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 13 for more details.
Transamerica Premier Value Fund
o The Fund seeks to maximize capital appreciation.
o It invests primarily in securities of companies that the Investment Adviser
believes are "underfollowed" or "out-of-favor." The Investment Adviser
believes these securities are under-valued relative to the intrinsic or
private market value of the firm. The securities in the Fund may include
common and preferred stocks, warrants, and corporate debt securities.
o 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.
o See page 14 for more details.
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.
It attempts to reproduce the overall investment characteristics of the S&P
500 Index by using a combination of management techniques. Its stock
purchases reflect the S&P 500 Index, but it makes no attempt to forecast
general market movements.
The 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 16 for more details.
Transamerica Premier Bond Fund
The Fund seeks to achieve a high total return (income plus capital
changes) from fixed income securities consistent with preservation of
principal.
It invests 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 under-valued bonds.
See page 17 for more details.
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 investments
among stocks, bonds, and cash (or cash equivalents).
It invests primarily in a diversified selection of common stocks, bonds,
and money market instruments and other short-term debt securities.
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 18 for more details.
Transamerica Premier Cash Reserve Fund
The Fund seeks to maximize current income from money market securities
consistent with liquidity and preservation of principal.
This is a money market fund. It invests primarily in 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 19 for more details.
Availability
Class A and Class M Shares are available through investment advisers and/or
other financial institutions (collectively "dealers") to individuals, companies,
Pension and Retirement Savings Programs, and other 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 42.
Other Class of Shares
The Funds also offer Investor Shares. Investor Shares are available on a no-load
basis directly to individuals, companies, Pension and Retirement Savings
Programs, and other investors, and require a minimum investment of $1,000. You
may obtain an Investor Shares prospectus by calling 1-800-________.
This Prospectus provides information about the Class A and Class M Shares only.
<TABLE>
<CAPTION>
Fund Expenses
Shareholder Transaction Expenses
- ----------------------------- ------------------ ----------------------- ----------------- -----------------
Transamerica Premier Maximum Sales Maximum Con-tingent Sales Charge on Exchange Fee
Fund/Class Charge1 Deferred Sales Reinvested
(as a percentage Charge2 Dividends
of offering (as a percentage of
price) the lower of original
purchase price or
redemption proceeds)
Aggressive Growth Fund
<S> <C> <C> <C>
Class A none none none
Class M none none none
Small Company Fund
Class A none none none
Class M none none none
Equity Fund
Class A none none none
Class M none none none
Value Fund
Class A none none none
Class M none none none
Index Fund
Class A none none none
Class M none none none
Bond Fund
Class A none none none
Class M none none none
Balanced Fund
Class A none none none
Class M none none none
Cash Reserve Fund
Class A none none ____%3
Class M none none ____%3
- ----------------------------- ------------------ ----------------------- ----------------- -----------------
Annual Fund Operating Expenses (as a percent of average net assets)
- ---------------------------- -------------- --------------- --------------------- --------------------------
Transamerica Premier Adviser Fee4 12b-1 Fee5 Other Expenses Total Operating Expenses
Fund/Class After Waiver and After Waiver and
Reimbursement6 Reimbursement7
Aggressive Growth Fund
Class A
Class M
Small Company Fund
Class A
Class M
Equity Fund
Class A
Class M
Value Fund
Class A
Class M
Index Fund
Class A
Class M
Bond Fund
Class A
Class M
Balanced Fund
Class A
Class M
Cash Reserve Fund
Class A
Class M
- ---------------------------- -------------- --------------- --------------------- --------------------------
</TABLE>
The preceding tables summarize actual transaction expenses and Adviser fees and
anticipated operating expenses for 1998. The purpose of the tables is to assist
you in understanding the varying costs and expenses you will bear directly or
indirectly.
Example
Using the aforementioned transaction and operating expenses, the expenses for a
$1,000 investment using an assumed annual return of 5% and, except as indicated,
redemptions at the end of each period would be:8
<TABLE>
<CAPTION>
- ----------------------------------------- ----------------- --------------- --------------- ----------------
<S> <C> <C> <C> <C>
Transamerica Premier Fund 1 Year 3 Years 5 Years 10 Years
Aggressive Growth Fund
Class A
Class M
Class M (no redemption)
Small Company Fund
Class A
Class M
Class M (no redemption)
Equity Fund
Class A
Class M
Class M (no redemption)
Value Fund
Class A
Class M
Class M (no redemption)
Index Fund
Class A
Class M
Class M (no redemption)
Bond Fund
Class A
Class M
Class M (no redemption)
Balanced Fund
Class A
Class M
Class M (no redemption)
- ----------------------------------------- ----------------- --------------- --------------- ----------------
Cash Reserve Fund
Class A
Class M
Class M (no redemption)
- ----------------------------------------- ----------------- --------------- --------------- ----------------
</TABLE>
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 Sales charges are reduced for purchases of $________ or more. The Funds may
sell the Class A Shares at net asset value to certain persons. See "Distribution
of Shares" on page 27. 2 A contingent deferred sales charge of up to 1% is
assessed on certain redemptions of Class A and Class M Shares that were
purchased without an initial sales charge. See "Distribution of Shares" on page
27. See "How to Sell Shares" on page 32. 3 An exchange of the Cash Reserve Fund
shares for Class A Shares of another Fund is subject to the initial sales
charge, if applicable, unless the Cash Reserve Fund shares were acquired by an
exchange from other Class A Shares or by reinvestment or cross reinvestment of
dividends. 4 The Investment Adviser may waive part or all of the adviser fee to
keep the total operating expenses from exceeding the amount shown in the table.
See footnote 3 below. See "Adviser Fee" on page 40 for additional information. 5
After a substantial period, these expenses with respect to Class M Shares may
total more than the maximum sales charge that would have been permissible if
imposed as an initial sales charge. 6 "Other Expenses" are those incurred after
any reimbursements to the Fund by the Administrator. See "The Management Team"
on page 10. Other expenses include expenses not covered by the adviser fee or
the 12b-1 fee. Expenses shown for the Value Fund are based on estimated expenses
and estimated net assets for its first fiscal year. Expenses for all other Funds
are based on actual expenses incurred during 1997. 7 "Total Operating Expenses"
include adviser fees, 12b-1 fees, and other expenses that a Fund incurs. The
Investment Adviser has agreed to waive that part of its adviser fee and the
Administrator has agreed to assume any other operating expenses to ensure that
annualized expenses for each Fund (other than interest, taxes, brokerage
commissions and extraordinary expenses) will not exceed the following
percentages for the Class A and Class M Shares, respectively: ____%/____% for
the Aggressive Growth Fund, ____%/____% for the Small Company Fund, ____%/____%
for the Equity Fund, ____%/____% for the Value Fund, ____%/____% for the Index
Fund, ____%/____% for the Bond Fund, ____%/____% for the Balanced Fund, and
____%/____% for the 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. If the Investment Adviser does not waive fees and the Administrator does
not reimburse expenses, the ratio of total operating expenses to average net
assets is estimated to be for the Class A Shares and the Class M Shares,
respectively: ____%/____% for the Aggressive Growth Fund, _____%/____% for the
Small Company Fund, ____%/____% for the Equity Fund, ____%/____% for the Value
Fund, ____%/____% for the Index Fund, ____%/____% for the Bond Fund, ____%/____%
for the Balanced Fund, and ____%/____% for the Cash Reserve Fund.. 8 The
expenses in the example assume no fees for IRA or SEP accounts.
Investment Adviser's Performance Managing Similar Accounts
The Funds' Investment Adviser, Transamerica Investment Services, Inc., has been
managing segregated investment accounts (or "separate accounts") for pension
clients of Transamerica Corporation's affiliated companies for over ten years.
The Transamerica Premier Equity, Index, Bond, Balanced and Cash Reserve Funds
have the same investment adviser and have substantially the same investment
objectives, policies and strategies as the separate accounts from which they
were cloned. The separate accounts are not registered with the SEC nor are they
subject to Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"). Therefore, they were not subject to the investment limitations,
diversification requirements, and other restrictions that apply to the Funds. If
the separate accounts had been subject to Subchapter M of the Code, their
performance may have been adversely affected at times. In addition, the separate
accounts are not subject to the same fees and expenses borne by the Funds. If
the Equity, Bond and Balanced separate accounts had been subject to the same
fees and expenses as their respective mutual funds, their performance would have
been lower. If the Equity Index and Cash Management separate accounts had been
subject to the same fees and expenses as their respective mutual funds, their
performance would have been higher. The separate account performance figures are
not the Funds' own performance and should not be considered a substitute for the
Funds' own performance; nor should they be considered indicative of any past or
future performance of the Funds.
For comparison purposes, the separate accounts from which the Premier Funds were
cloned are shown below.
Separate Accounts Premier Funds
Transamerica Equity Fund Transamerica Premier Equity Fund
Transamerica Equity Index Fund Transamerica Premier Index Fund
Transamerica Bond Fund Transamerica Premier Bond Fund
Transamerica Balanced Fund Transamerica Premier Balanced Fund
Transamerica Cash Management Fund Transamerica Premier Cash Reserve Fund
There are no corresponding separate accounts for the Transamerica Premier
Aggressive Growth Fund, the Transamerica Premier Small Company Fund, and the
Transamerica Premier Value Fund.
The following table illustrates the separate accounts' annualized performance1
as compared to the Premier Funds2 and recognized industry indexes since
inception and over the last one, five, and ten-year periods ending December 31,
1997.
<TABLE>
<CAPTION>
1 5 10 Since
year years years Inception3
<S> <C> <C> <C> <C>
Equity Fund 45.70% 28.48% 27.79% 23.76%
Premier Equity Fund 47.51% --- --- 32.03%
S&P 500 Index4 33.36% 20.27% 18.07% 14.67%
Equity Index Fund 32.41% 19.63% 17.43% 16.56%
Premier Index Fund 33.14% --- --- 27.38%
S&P 500 Index4 33.36% 20.27% 18.07% 14.67%
Bond Fund 11.45% 9.29% 10.87% 12.41%
Premier Bond Fund 9.99% --- --- 7.07%
Lehman Brothers
Govt./Corporate Index5 9.76% 7.61% 9.15% 9.97%
Balanced Fund 29.61% --- --- 20.39%
Premier Balanced Fund 35.38% --- --- 23.09%
50% S&P 500 Index and
50% Lehman Brothers
Govt./Corporate Index 21.29% --- --- 13.60%
Cash Management Fund 5.07% 4.38% 5.45% 6.65%
Premier Cash Reserve Fund 5.48% --- --- 5.44%
IBC First Tier Index6 5.04% 4.32% 5.43% 6.58%
</TABLE>
1 Average Annual Total Performance calculated as shown in the Statement of
Additional Information. 2 The performance of the Premier Funds reflects that of
the Investor Shares, which are subject to lower12b-1 fees than Class A, or M
Shares. Investor Class Shares are not subject to initial sales charges or
contingent deferred sales charges. If the Investor Class had been subject to the
same level of fees and expenses as that of Class A and M Shares, the performance
would have been lower. 3 The inception date of all Premier Funds shown in the
table is October 2, 1995. Inception dates of the separate accounts: Equity -
10/1/87; Equity Index - 10/1/86; Bond - 5/1/83; Balanced - 4/1/93; Cash
Management - 1/3/82. The inception dates shown for the indexes match the dates
of the separate accounts' inception. 4 The Standard and Poor's 500 Index
consists of 500 widely held, publicly traded common stocks. 5 The Lehman
Brothers Government/Corporate Bond Index is a broad-based unmanaged index of
government and corporate bonds with maturities of 10 years or longer that are
rated investment grade or higher by Moody's Investor Services, Inc. or Standard
and Poor's Corporation. 6 IBC's Money Fund ReportTM-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.
These indexes do not reflect any commissions or fees which would be incurred by
an investor purchasing the securities represented by each index.
The Investment Adviser has a history of successfully investing in the three
basic investment categories: equity, bond, and money market. Following are
graphs of the three separate accounts representing those categories, depicting
their performance since inception compared with the performance of a recognized
industry index for each investment category.
Equity Separate Account
The following graph depicts that $1,000 invested in the Equity Separate Account
at its inception, October 1, 1987, would have appreciated to $8,895 at December
31, 1997. This is an annualized return of 23.76% per year. By comparison, $1,000
invested for the same time period in S&P 500 Index securities would have grown
to only $4,071.
<PAGE>
1
Transamerica Premier Funds - Class A Shares and Class M Shares
Statement of Additional Information - June 30, 1998
Transamerica Premier Aggressive Growth Fund
The Fund seeks to maximize long-term capital appreciation by investing
in common stocks selected for high growth potential.
Transamerica Premier Small Company Fund
The Fund seeks to maximize long-term growth by investing in small
company stocks.
Transamerica Premier Equity Fund
The Fund seeks to maximize long-term capital appreciation by investing
in medium and large company stocks.
Transamerica Premier Value Fund
The Fund seeks to maximize 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 Cash Reserve Fund
This is a money market fund that seeks to maximize current income
consistent with liquidity and preservation of principal.
Contents
Investment Objectives and Policies 2
Investment Restrictions 11
Management of the Company 14
Investment Advisory and Other Services 17
Purchase and Redemption of Shares 19
Brokerage Allocation 26
Determination of Net Asset Value 28
Performance Information 29
Taxes 32
Other Information 33
Appendix A:
Description of Corporate Bond Ratings 34
Appendix B:
Description of Fixed-Income Instruments 36
Your Guide
This Statement of Additional Information pertains to the Class A Shares and
Class M Shares of the Transamerica Premier Funds (a "Fund" or collectively the
"Funds") listed above. It 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.
About the Prospectus
This Statement of Additional Information is not a prospectus. It should be read
in connection with the current Prospectus dated June 30, 1998. The Prospectus is
available without charge by calling 1-800-________.
Terms used in the Prospectus are incorporated by reference in this Statement of
Additional Information.
No person has been authorized to give any information or to make any
representations other than those contained in this Statement of Additional
Information and the Prospectus dated June 30, 1998, as revised from time to
time, and if given or made, such information or representations may not be
relied upon as having been authorized by the Funds.
Investment Objectives and Policies
The investment objectives and policies of the Funds are described in the
Prospectus. The achievement of each Fund's investment objectives will depend on
market conditions generally and on the analytical and portfolio management
skills of the Investment Adviser. There can be no assurance that the investment
objective of any of the Funds can be achieved.
High-Yield ("Junk") Bonds
High-yield bonds (commonly called "junk" bonds) are lower rated bonds that
involve a higher degree of credit risk. See "Appendix A" for a description of
credit ratings. 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 most likely replace the bond 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 rated securities because of
negative publicity and investor perceptions of this market, as well as new or
proposed laws dealing with high yield securities. For many junk bonds, there is
no established retail secondary market. As a result, it may be difficult for the
Investment Adviser to accurately value the bonds because they cannot rely on
available objective data.
Each 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 bond 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. See "Appendix B" for a description of fixed income instruments.
Restricted and Illiquid Securities
A Fund may purchase certain restricted securities of U.S. issuers (securities
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 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.
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) 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, or 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 Investment Adviser
may also use derivatives to enhance returns. Opportunities 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 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 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
liquid 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 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 will exist for any
particular exchange-traded option 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-dealers who make markets in these options. The ability to terminate
over-the-counter options is more limited than with exchange-traded options and
may involve the risk that broker-dealers participating in such transactions will
not fulfill their obligations. Until such time as the staff of the SEC changes
its position, a 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 liquidation 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 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 other liquid securities
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, a risk inherent in swap transactions is that the other
party to the transaction may default on its obligations under the swap
agreement. The Fund will monitor the creditworthiness of parties with which it
has swap transactions. 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 Accounts."
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."
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 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 ("ADRs").
Foreign securities, other than ADRs, 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 securities.
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" (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
The Funds can borrow money from banks or engage in reverse repurchase
agreements, for temporary or emergency purposes. The Funds can borrow up to
one-third of a Fund's total assets. To secure borrowings, the Funds can mortgage
or pledge securities in an amount up to one-third of a Fund's net assets. If a
Fund borrows money, its share price may be subject to greater fluctuation until
the borrowing is paid off. The Fund will not make any additional investments,
other than 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 a 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, a 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 Funds 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 Funds 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. A 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 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 limits 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 or other liquid 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.
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, except the
Transamerica Premier Aggressive Growth Fund which will operate as a
nondiversified fund. The Transamerica Premier Aggressive Growth Fund reserves
the right to become a diversified company by limiting the investments in which
more than 5% of its total assets are invested. Investment restrictions 11
through 15 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 33.33% 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 outstanding borrowings, not including reverse repurchase
agreements, represent 5% or more of a Fund's total assets, 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
33.33% 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
Except for the Transamerica Premier Aggressive Growth Fund, 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. With respect to the Transamerica Premier Aggressive Growth
Fund, no more than 25% of the Fund's total assets may be invested in the
securities of a single issuer (other than cash items and government securities);
and with respect to 50% of the Fund's total assets, no more than 5% may be
invested in the securities of a single issuer (other than cash items and
government securities). 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. These limitations are subject to any further limitation under
the 1940 Act.
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 purchase: (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 outstanding voting 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. Warrants
The Transamerica Premier Cash Reserve Fund may not invest in any form of
warrants.
15. Restricted and Illiquid Securities
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 to be deemed liquid under Rule 144A. 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 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 bear
the expenses of registering the restricted securities, and prevailing supply and
demand conditions.
Management of the Company
The names of the directors and executive officers of the Company, their business
addresses and their principal occupations during the past five years are listed
below. Each of the officers listed below is an employee of an entity that
provides services to the Funds. An asterisk (*) appears after the name of each
director who is an "interested person" of the Company, as defined in the 1940
Act.
<TABLE>
<CAPTION>
Position
Held with
Name, Address Transamerica Principal Occupations
& Age Investors During Past 5 Year
- --------------------------------------------------------------------------------
<S> <C> <C>
Nooruddin S. Veerjee* Chief Executive President, Transamerica Life
Transamerica Center Officer and Insurance and Annuity Company
1150 S. Olive St. Chairman of ("TALIAC"), and President,
Los Angeles, CA 90015 the Board Insurance Products Division,
Age 39 Transamerica Occidental Life
Insurance Company ("TOLIC").
Gary U. Rolle'* Director Chairman and President,
Transamerica Center Transamerica Income Shares Inc.;
1150 S. Olive St. Executive Vice President & Chief
Los Angeles, CA 90015 Investment Officer, Transamerica
Age 56 Investment Services ("TIS"); and
Chief Investment
Officer, TOLIC and
TALIAC.
Sidney E. Harris Director Dean of College of Business
Georgia State University Administration, Georgia
35 Broad Street, Suite 718 State University since 1997.
Atlanta, Georgia 30303 Formerly Dean of the Peter F.
Age 48 Drucker Management Center,
Claremont Graduate School.
Charles C. Reed Director Vice Chairman of Aon Risk
Aon Risk Services Services Inc. of Southern
707 Wilshire Blvd., Suite 6000 California (business risk
Los Angeles, CA 90017 management and insurance
Age 64 brokerage).
Carl R. Terzian Director Chairman of Carl Terzian
Carl Terzian Associates Associates (public relations).
12400 Wilshire Blvd, Suite 200
Los Angeles, CA 90025
Age 62
Nicki Bair President Senior Vice President, TOLIC &
Transamerica Center TALIAC since 1996. Formerly Vice
1150 S. Olive St. President, TOLIC & TALIAC.
Los Angeles, CA 90015
Age 42
E. Joy Heckendorf Senior Vice Marketing Director, TALIAC since
Transamerica Center President 1996. Formerly President, Dreyfus
1150 S. Olive St. Service Corporation in 1996.
Los Angeles, CA 90015 Formerly Vice President Marketing,
Age 41 Janus Capital Corporation.
</TABLE>
The directors are responsible for major decisions relating to the Funds'
objectives, policies and operations pursuant to the Funds' Bylaws, Articles of
Incorporation, Maryland law and the 1940 Act. Day-to-day decisions by the
officers of the Funds are reviewed by the directors on a quarterly basis. During
the interim between quarterly Board meetings, the Executive Committee is
empowered to act when necessary for the Board of Directors.
The Executive Committee members are Nooruddin S. Veerjee and Gary U. Rolle.'
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 each director
during the current fiscal year.
<TABLE>
<CAPTION>
Estimated Total
Annual Compensation
Compensation Pension Benefits at All Related
Name Paid Benefits Retirement 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>
As of February 28, 1998 the officers and directors of Transamerica Investors,
Inc. together owned 2.9% of the Premier Aggressive Growth Fund. The officers and
directors of Transamerica Investors, Inc. together owned less than 1% of the
shares of each of the following equity Funds: Premier Small Company Fund,
Premier Equity Fund, Premier Value Fund, Premier Index Fund, and Premier
Balanced Fund.
As of February 28, 1998 the following shareholders owned 25% or more of the
indicated Funds:
<TABLE>
<CAPTION>
Transamerica Percent
Shareholder Premier Fund Owned
<S> <C>
ARC Reinsurance Corporation Aggressive Growth Fund 33%
1149 S. Hill St., H-344, Los Angeles, CA 90015
ARC Reinsurance Corporation Small Company Fund 39%
1149 S. Hill St., H-344, Los Angeles, CA 90015
Charles Schwab & Company, Inc. Equity Fund 35%
101 Montgomery St., San Francisco, CA 94104
ARC Reinsurance Corporation Index Fund 35%
1149 S. Hill St., H-344, Los Angeles, CA 90015
Transamerica Corporation Index Fund 31%
600 Montgomery St., San Francisco, CA 94111-2702
Transamerica Real Estate Tax Service Bond Fund 81%
1150 S. Olive St., Suite T-2700, Los Angeles, CA 90015
Transamerica Corporation Balanced Fund 42%
600 Montgomery St., San Francisco, CA 94111-2702
In addition, as of February 28, 1998 the following shareholders owned 5% or more
of the shares of the indicated equity Funds:
Transamerica Percent
Shareholder Premier Fund Owned
Charles Schwab & Company, Inc. Aggressive Growth Fund 10%
101 Montgomery St., San Francisco, CA 94104
Donaldson Lufkin & Jenrette Aggressive Growth Fund 8%
1 Pershing Plaza, 7th Floor, Jersey City, NJ 07399
Transamerica Occidental Life Insurance Co. Aggressive Growth Fund 7%
P.O. Box 512101, Los Angeles, CA 90051-0101
John A Kanellitsas & Randi S. Josel Aggressive Growth Fund 5%
1052 Oenoke Ridge Rd., New Canaan, CT 06840
Charles Schwab & Company, Inc. Small Company Fund 19%
101 Montgomery St., San Francisco, CA 94104
Transamerica Occidental Life Insurance Co. Small Company Fund 6%
P.O. Box 2101, Los Angeles, CA 90051-0101
National Financial Services Small Company Fund 6%
1 World Trade Ctr., 200 Liberty St., New York, NY 10048
Donaldson Lufkin & Jenrette Small Company Fund 5%
1 Pershing Plaza, 7th Floor, Jersey City, NJ 07399
Transamerica Corporation Equity Fund 10%
600 Montgomery St., San Francisco, CA 94111
Transamerica Occidental Life Insurance Co. Equity Fund 10%
P.O. Box 512101, Los Angeles, CA 90051-0101
Transamerica Occidental Life Insurance Co. Index Fund 12%
P.O. Box 512101, Los Angeles, CA 90051-0101
Transamerica Occidental Life Insurance Co. Balanced Fund 22%
P.O. Box 512101, Los Angeles, CA 90051-0101
Charles Schwab & Company, Inc. Balanced Fund 12%
101 Montgomery St., San Francisco, CA 94104
</TABLE>
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 Adviser may give
consideration to brokers and dealers who provide us with statistical information
and other services in addition to transaction services.
For its services to the 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. Certain fees were waived by
the Investment Adviser. Following are the amounts of Adviser Fees earned,
amounts waived and net amounts received for each Fund over the last three fiscal
years.
<TABLE>
<CAPTION>
- --------------------------------------------------- ------------------- ------------------ -----------------
Transamerica Premier Fund Adviser Fee Adviser Fee Adviser Fee
Fiscal Year Earned Waived Net Received
Aggressive Growth Fund
<S> <C> <C> <C>
1995 - - - - - -
1996 - - - - - -
1997 $42,912 $34,278 $8,634
Small Company Fund
1995 - - - - - -
1996 - - - - - -
1997 $38,671 $32,982 $5,689
Equity Fund
1995 $12,015 $12,015 - -
1996 $194,101 $134,162 $59,939
1997 $540,485 $28,198 $512,287
Index Fund
1995 $4,161 $4,161 - -
1996 $25,718 $25,718 - -
1997 $52,012 $244,224 - -
Bond Fund
1995 $15,656 $15,656 - -
1996 $72,032 $72,032 - -
1997 $79,524 $59,121 $20,403
Balanced Fund
1995 $17,091 $17,091 - -
1996 $106,251 $98,079 $8,172
1997 $159,452 $49,663 $109,789
Cash Reserve Fund
1995 $20,801 $20,801 - -
1996 $102,415 $102,415 - -
1997 $147,809 $308,778 - -
- --------------------------------------------------- ------------------- ------------------ -----------------
</TABLE>
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 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 to the Funds. 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. TSSC and TFR 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. The fees are described in full in the Prospectus.
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.
Purchases and Redemptions of Shares
Detailed information on how to purchase and redeem shares of a Fund is included
in the Prospectus under "How to Buy Shares" and "How to Sell Shares."
General
Class A Shares and Class M Shares are generally sold with a sales charge payable
at the time of purchase (except for Class A Shares and Class M Shares of money
market funds). As used in this SAI and unless the context requires otherwise,
the term "Class A Shares" includes shares of funds that offer only one class of
shares. The Prospectus contains a table of applicable sales charges. For
information about how to purchase Class A or Class M Shares of a Fund at net
asset value through an employer's defined contribution plan, please consult your
employer. Certain purchases of Class A Shares and Class M Shares may be exempt
from a sales charge or, in the case of Class A Shares, may be subject to a
contingent deferred sales charge ("CDSC"). See "Distribution of Shares" in the
Prospectus.
The Funds are currently making a continuous offering of their shares. The Funds
receive the entire net asset value of shares sold. The Funds will accept
unconditional orders for shares to be executed at the public offering price
based on the net asset value per share next determined after the order is
placed. In the case of Class A Shares and Class M Shares, the public offering
price is the net asset value plus the applicable sales charge, if any. No sales
charge is included in the public offering price of other classes of shares. In
the case of orders for purchase of shares placed through dealers, the public
offering price will be based on the net asset value determined on the day the
order is placed, but only if the dealer receives the order before the close of
regular trading on the New York Stock Exchange. If the dealer receives the order
after the close of the New York Stock Exchange, the price will be based on the
net asset value next determined. If funds for the purchase of shares are sent
directly to Transamerica Premier Funds, they will be invested at the public
offering price based on the net asset value next determined after receipt.
Payment for shares of the Funds must be in U.S. dollars; if made by check, the
check must be drawn on a U.S. bank.
Initial and subsequent purchases must satisfy the minimums stated in the
Prospectus, except that (i) individual investments under certain employee
benefit plans or tax qualified retirement plans may be lower, (ii) persons who
are already shareholders may make additional purchases of $100 or more by
sending funds directly to Transamerica Premier Funds, and (iii) for investors
participating in systematic investment plans and military allotment plans, the
initial and subsequent purchases must be $50 or more. Information about these
plans is available from investment dealers or from Transamerica Premier Funds.
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 15 days. 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.
Purchases Not Subject to Sales Charges or Contingent Deferred Sales Charges. The
Funds may sell shares without a sales charge or CDSC to:
(i) current and retired Trustees of the Funds; officers of the Funds;
directors and current and retired U.S. full-time employees of
Transamerica Occidental Life Insurance Company and Transamerica
Investment Services, Inc., their parent corporation and certain
corporate affiliates; family members of and employee benefit plans for
the foregoing; and partnerships, trusts or other entities in which any
of the foregoing has a substantial interest;
(ii) employee benefit plans, for the repurchase of shares in connection
with repayment of plan loans made to plan participants (if the sum
loaned was obtained by redeeming shares of a Fund sold with a sales
charge);
(iii) clients of administrators of tax-qualified employee benefit plans
which have entered into agreements with Transamerica Premier Funds;
(iv) registered representatives and other employees of broker-dealers
having sales agreements with Transamerica Securities Sales Corporation
("TSSC"); employees of financial institutions having sales agreements
with TSSC or otherwise having an arrangement with any such
broker-dealer or financial institution with respect to sales of Fund
shares; and their spouses and children under age 21;
(v) a trust department of any financial institution purchasing shares
of the Funds in its capacity as trustee of any trust, if the value of
the shares of the Funds purchased or held by all such trusts exceeds $1
million in the aggregate; and
(vi) "wrap accounts" maintained for clients of broker-dealers,
financial institutions or financial planners who have entered into
agreements with TSSC with respect to such accounts.
In addition, the Funds may issue their shares at net asset value without an
initial sales charge or a CDSC in connection with the acquisition of
substantially all of the securities owned by other investment companies or
personal holding companies. The CDSC will be waived on redemptions of shares
arising out of death or post-purchase disability or in connection with certain
withdrawals from IRA or other retirement plans. Up to 12% of the value of shares
subject to a systematic withdrawal plan may also be redeemed each year without a
CDSC. The Funds may sell Class M Shares at net asset value to members of
qualified groups. See "Group Purchases of Class A and Class M Shares" below.
Combined Purchase Privilege
The following persons may qualify for the sales charge reductions or
eliminations shown in the Prospectus by combining into a single transaction the
purchase of Class A Shares or Class M Shares with other purchases of any class
of shares:
(i) an individual, or a "company" as defined in Section 2(a)(8) of the
Investment Company Act of 1940 (which includes corporations which are
corporate affiliates of each other);
(ii) an individual, his or her spouse and their children under
twenty-one, purchasing for his, her or their own account;
(iii) a trustee or other fiduciary purchasing for a single trust estate
or single fiduciary account (including a pension, profit-sharing, or
other employee benefit trust created pursuant to a plan qualified under
Section 401 of the Internal Revenue Code of 1986, as amended (the
"Code"));
(iv) tax-exempt organizations qualifying under Section 501(c)(3) of the
Code (not including tax-exempt organizations qualifying under Section
403(b)(7) (a "403(b) plan") of the Code; and
(v) employee benefit plans of a single employer or of affiliated
employers, other than 403(b) plans.
A combined purchase currently may also include shares of any class of other
continuously offered Transamerica Premier Funds (other than money market funds)
purchased at the same time through a single investment dealer, if the dealer
places the order for such shares directly with Transamerica Premier Funds.
Cumulative Quantity Discount (Right of Accumulation)
A purchaser of Class A Shares or Class M Shares may qualify for a cumulative
quantity discount by combining a current purchase (or combined purchases as
described above) with certain other shares of any class of Transamerica Premier
Funds already owned. The applicable sales charge is based on the total of:
(i) the investor's current purchase; and
(ii) the maximum public offering price (at the close of business on the
previous day) of:
(a) all shares held by the investor in all of the Transamerica
Premier Funds (except money market funds); and
(b) any shares of money market funds acquired by exchange from
other Transamerica Premier Funds; and
(iii) the maximum public offering price of all shares described in
paragraph (ii) owned by another shareholder eligible to participate
with the investor in a "combined purchase" (see above).
To qualify for the combined purchase privilege or to obtain the cumulative
quantity discount on a purchase through an investment dealer, when each purchase
is made the investor or dealer must provide Transamerica Premier Funds with
sufficient information to verify that the purchase qualifies for the privilege
or discount. The shareholder must furnish this information to Transamerica
Premier Funds when making direct cash investments.
Statement of Intention
Investors may also obtain the reduced sales charges for Class A Shares or Class
M Shares shown in the Prospectus for investments of a particular amount by means
of a written Statement of Intention, which expresses the investor's intention to
invest that amount (including certain "credits," as described below) within a
period of 13 months in shares of any class of the Funds or any other
continuously offered Transamerica Premier Funds (excluding money market funds).
Each purchase of Class A Shares or Class M Shares under a Statement of Intention
will be made at the public offering price applicable at the time of such
purchase to a single transaction of the total dollar amount indicated in the
Statement of Intention. A Statement of Intention may include purchases of shares
made not more than 90 days prior to the date that an investor signs a Statement.
The 13-month period during which the Statement of Intention is in effect will
begin on the date of the earliest purchase to be included.
An investor may receive a credit toward the amount indicated in the Statement of
Intention equal to the maximum public offering price as of the close of business
on the previous day of all shares he or she owns on the date of the Statement of
Intention which are eligible for purchase under a Statement of Intention (plus
any shares of money market funds acquired by exchange of such eligible shares).
Investors do not receive credit for shares purchased by the reinvestment of
distributions. Investors qualifying for the "combined purchase privilege" (see
above) may purchase shares under a single Statement of Intention.
The Statement of Intention is not a binding obligation upon the investor to
purchase the full amount indicated. The minimum initial investment under a
Statement of Intention is 5% of such amount, and must be invested immediately.
Class A Shares or Class M Shares purchased with the first 5% of such amount will
be held in escrow to secure payment of the higher sales charge applicable to the
shares actually purchased if the full amount indicated is not purchased. When
the full amount indicated has been purchased, the escrow will be released. If an
investor desires to redeem escrowed shares before the full amount has been
purchased, the shares will be released from escrow only if the investor pays the
sales charge without regard to the Statement of Intention that would apply to
the total investment made to date.
To the extent that an investor purchases more than the dollar amount indicated
on the Statement of Intention and qualifies for a further reduced sales charge,
the sales charge will be adjusted for the entire amount purchased at the end of
the 13-month period, upon recovery from the investor's dealer of its portion of
the sales charge adjustment. Once received from the dealer, which may take a
period of time or may never occur, the sales charge adjustment will be used to
purchase additional shares at the then current offering price applicable to the
actual amount of the aggregate purchases. These additional shares will not be
considered as part of the total investment for the purpose of determining the
applicable sales charge pursuant to the Statement of Intention. No sales charge
adjustment will be made unless and until the investor's dealer returns any
excess commissions previously received.
To the extent that an investor purchases less than the dollar amount indicated
on the Statement of Intention within the 13-month period, the sales charge will
be adjusted upward for the entire amount purchased at the end of the 13-month
period. This adjustment will be made by redeeming shares from the account to
cover the additional sales charge, the proceeds of which will be paid to the
investor's dealer and TSSC in accordance with the Prospectus.
Statements of Intention are not available for certain employee benefit plans.
Statement of Intention forms may be obtained from Transamerica Premier Funds or
from investment dealers. Interested investors should read the Statement of
Intention carefully.
Group Purchases of Class A and Class M Shares
Members of qualified groups may purchase Class A Shares of the Funds at a group
sales charge rate of ____% of the public offering price (____% of the net amount
invested). The dealer discount on such sales is ____% of the offering price.
Members of qualified groups may also purchase Class M Shares at net asset value.
To receive the Class A or Class M group rate, group members must purchase shares
through a single investment dealer designated by the group. The designated
dealer must transmit each member's initial purchase to TSSC, together with
payment and completed application forms. After the initial purchase, a member
may send funds for the purchase of shares directly to Transamerica Premier
Funds. Purchases of shares are made at the public offering price based on the
net asset value next determined after TSSC or Transamerica Premier Funds
receives payment for the shares. The minimum investment requirements described
above apply to purchases by any group member.
Qualified groups include the employees of a corporation or a sole
proprietorship, members and employees of a partnership or association, or other
organized groups of persons (the members of which may include other qualified
groups) provided that: (i) the group has at least 25 members of which, with
respect to the Class A discount only, at least 10 members participate in the
initial purchase; (ii) the group has been in existence for at least six months;
(iii) the group has some purpose in addition to the purchase of investment
company shares at a reduced sales charge; (iv) the group's sole organizational
nexus or connection is not that the members are credit card holders of a
company, policy holders of an insurance company, customers of a bank or
broker-dealer, clients of an investment adviser or security holders of a
company; (v) with respect to the Class A discount only, the group agrees to
provide its designated investment dealer access to the group's membership by
means of written communication or direct presentation to the membership at a
meeting on not less frequently than an annual basis; (vi) the group or its
investment dealer will provide annual certification in form satisfactory to
Transamerica Premier Funds that the group then has at least 25 members and, with
respect to the Class A discount only, that at least ten members participated in
group purchases during the immediately preceding 12 calendar months; and (vii)
the group or its investment dealer will provide periodic certification in form
satisfactory to Transamerica Premier Funds as to the eligibility of the
purchasing members of the group.
Members of a qualified group include: (i) any group which meets the requirements
stated above and which is a constituent member of a qualified group; (ii) any
individual purchasing for his or her own account who is carried on the records
of the group or on the records of any constituent member of the group as being a
good standing employee, partner, member or person of like status of the group or
constituent member; or (iii) any fiduciary purchasing shares for the account of
a member of a qualified group or a member's beneficiary. For example, a
qualified group could consist of a trade association which would have as its
members individuals, sole proprietors, partnerships and corporations. The
members of the group would then consist of the individuals, the sole proprietors
and their employees, the members of the partnerships and their employees, and
the corporations and their employees, as well as the trustees of employee
benefit trusts acquiring Class A Shares or Class M Shares for the benefit of any
of the foregoing.
A member of a qualified group may, depending upon the value of Class A Shares of
the Fund owned or proposed to be purchased by the member, be entitled to
purchase Class A Shares of the Fund at non-group sales charge rates shown in the
Prospectus which may be lower than the group sales charge rate, if the member
qualifies as a person entitled to reduced non-group sales charges. Such a group
member will be entitled to purchase at the lower rate if, at the time of
purchase, the member or his or her investment dealer furnishes sufficient
information for TSSC or Transamerica Premier Funds to verify that the purchase
qualifies for the lower rate.
Interested groups should contact their investment dealer or Transamerica Premier
Funds. The Funds reserve the right to revise the terms of or to suspend or
discontinue group sales at any time.
Employee Benefit Plans; Individual Account Plans
The term "employee benefit plan" means any plan or arrangement, whether or not
tax-qualified, which provides for the purchase of Class A Shares. The term
"affiliated employer" means employers who are affiliated with each other within
the meaning of Section 2(a)(3)(C) of the Investment Company Act of 1940. The
term "individual account plan" means any employee benefit plan whereby (i) Class
A Shares are purchased through payroll deductions or otherwise by a fiduciary or
other person for the account of participants who are employees (or their
spouses) of an employer, or of affiliated employers, and (ii) a separate
investing account is maintained in the name of such fiduciary or other person
for the account of each participant in the plan.
The table of sales charges in the Prospectus applies to sales to employee
benefit plans, except that the Funds may sell Class A Shares at net asset value
to employee benefit plans, including individual account plans, of employers or
of affiliated employers which have at least 750 employees to whom such plan is
made available, in connection with a payroll deduction system of plan funding
(or other system acceptable to Transamerica Premier Funds) by which
contributions or account information for plan participation are transmitted to
Transamerica Premier Funds by methods acceptable to Transamerica Premier Funds.
The Funds may also sell Class A Shares at net asset value to
participant-directed qualified retirement plans with at least 200 eligible
employees. The Funds may sell Class M Shares at net asset value to
participant-directed qualified retirement plans with at least 50 eligible
employees.
A participant-directed qualified retirement plan participating in a "multi-fund"
program approved by Transamerica Premier Funds may include amounts invested in
the other mutual funds participating in such program for purposes of determining
whether the plan may purchase Class A Shares at net asset value based on the
size of the purchase as described in the Prospectus. These investments will also
be included for purposes of the discount privileges and programs described
above.
Additional information about participant-directed qualified retirement plans and
individual account plans is available from investment dealers or from
Transamerica Premier Funds.
Contingent Deferred Sales Charges
Class A Shares Class A Shares purchased at net asset value by a
participant-directed qualified retirement plan (including a plan with at least
200 eligible employees) that initially invested less than $20 million in the
Funds and that redeems 90% of more of the amount initially within two years
after its initial purchase are subject to a CDSC of 1.00%. Similarly, Class A
Shares purchased at net asset value by any investor other than a
participant-directed qualified retirement plan investing $1 million or more,
including purchases pursuant to any Combined Purchase Privilege, Right of
Accumulation or Statement of Intention, are subject to a CDSC of ____% or ____%,
respectively, if redeemed within the first or second year after purchase. The
Class A CDSC is imposed on the lower of the cost and the current net asset value
of the shares redeemed. The CDSC does not apply to shares purchased by certain
investors (including participant-directed qualified retirement plans with more
than 200 eligible employees) investing $1 million or more that have made
arrangements with Transamerica Premier Funds and whose dealer of record waived
the commission described in the next paragraph.
Except as stated below, TSSC pays investment dealers of record commissions on
sales of Class A Shares of $1 million or more based on an investor's cumulative
purchases of such shares, including purchases pursuant to any Combined Purchase
Privilege, Right of Accumulation or Statement of Intention, during the one-year
period beginning with the date of the initial purchase at net asset value. Each
subsequent one-year measuring period for these purposes will begin with the
first net asset value purchase following the end of the prior period. Such
commissions are paid at the rate of ____% of the amount under $3 million, ____%
of the next $47 million and ____% thereafter. On sales at net asset value to a
participant-directed qualified retirement plan initially investing less than $20
million in the Funds (including a plan with at least 200 eligible employees),
TSSC pays commissions during each one-year measuring period, determined as
described above, at the rate of ____% of the first $2 million, ____% of the next
$1 million and ____% thereafter. On sales at net asset value to all other
participant-directed qualified retirement plans, TSSC pays commissions on the
initial investment and on subsequent net quarterly sales (gross sales minus
gross redemptions during the quarter) at the rate of ____%. Money market fund
shares are excluded from all commission calculations, except for determining the
amount initially invested by a participant-directed qualified retirement plan.
Commissions on sales at net asset value to such plans are subject to TSSC's
right to reclaim such commissions if the shares are redeemed within two years.
Both Class A and Class M Shares Investors who set up an Automatic Income Plan
("AIP") for a share account (see "How to Sell Shares" in the Prospectus) may
withdraw up to 12% of the net asset value of the account (calculated as set
forth below) each year without incurring any CDSC. Shares not subject to a CDSC
(such as shares representing reinvestment of distributions) will be redeemed
first and will count toward the 12% limitation. If there are insufficient shares
not subject to a CDSC, shares subject to the lowest CDSC liability will be
redeemed next until the 12% limit is reached. The 12% figure is calculated on a
pro rata basis at the time of the first payment made pursuant to an AIP and
recalculated thereafter on a pro rata basis at the time of each AIP payment.
Therefore, shareholders who have chosen an AIP based on a percentage of the net
asset value of their account of up to 12% will be able to receive AIP payments
without incurring a CDSC. However, shareholders who have chosen a specific
dollar amount (for example, $100 per month from a Fund that pays income
distributions monthly) for their periodic AIP payment should be aware that the
amount of that payment not subject to a CDSC may vary over time depending on the
net asset value of their account. For example, if the net asset value of the
account is $10,000 at the time of payment, the shareholder will receive $100
free of the CDSC (12% of $10,000 divided by 12 monthly payments). However, if at
the time of the next payment the net asset value of the account has fallen to
$9,400, the shareholder will receive $94 free of any CDSC (12% of $9,400 divided
by 12 monthly payments) and $6 subject to the lowest applicable CDSC. This AIP
privilege may be revised or terminated at any time.
No CDSC is imposed on shares of any class subject to a CDSC ("CDSC Shares") to
the extent that the CDSC Shares redeemed (i) are no longer subject to the
holding period therefor, (ii) resulted from reinvestment of distributions on
CDSC Shares, or (iii) were exchanged for shares of another Fund, provided that
the shares acquired in such exchange or subsequent exchanges (including shares
of a Transamerica Premier Funds money market fund) will continue to remain
subject to the CDSC, if applicable, until the applicable holding period expires.
In determining whether the CDSC applies to each redemption of CDSC Shares, CDSC
Shares not subject to a CDSC are redeemed first.
The Funds will waive any CDSC on redemptions, in the case of individual, joint
or Uniform Transfers to Minors Act accounts, in the event of death or
post-purchase disability of a shareholder, for the purpose of paying benefits
pursuant to tax-qualified retirement plans ("Benefit Payments"), or, in the case
of living trust accounts, in the event of the death or post-purchase disability
of the settlor of the trust). Benefit payments currently include, without
limitation, (1) distributions from an IRA due to death or disability, (2) a
return of excess contributions to an IRA or 401(k) plan, and (3) distributions
from retirement plans qualified under Section 401(a) of the Code or from a
403(b) plan due to death, disability, retirement or separation from service.
These waivers may be changed at any time.
Investor Share 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 Investor Shares account in any one
Fund in a 90-day period, the entire redemption will be paid in cash if you
provide us with an unconditional instruction to redeem at least 30 days prior to
the date on which the redemption transaction is to occur. The instruction must
specify the dollar amount or number of shares to be redeemed and the date of the
transaction. The date must be a minimum of 30 days after receipt of the
instruction by us. If you have authorized us 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, we 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, you have 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 share 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 the Fund. The securities delivered will be selected at the sole
discretion of the Fund. 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 the Fund 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 28, 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
Except as otherwise set forth in this section, by calling Transamerica Premier
Funds, investors may exchange shares between accounts with identical
registrations, provided that no checks are outstanding for such shares and no
address change has been made within the preceding 15 days. During periods of
unusual market changes and shareholder activity, shareholders may experience
delays in contacting Transamerica Premier Funds by telephone to exercise
exchanges.
Transamerica Premier Funds also makes exchanges promptly after receiving a
properly completed Exchange Authorization Form. If the shareholder is a
corporation, partnership, agent, or surviving joint owner, the Funds will
require additional documentation of a customary nature. Because an exchange of
shares involves the redemption of fund shares and reinvestment of the proceeds
in shares of another Fund, completion of an exchange may be delayed under
unusual circumstances if the Fund were to suspend redemptions or postpone
payment for the Fund shares being exchanged, in accordance with federal
securities laws. Exchange Authorization Forms and prospectuses of the other
Funds are available from Transamerica Premier Funds or investment dealers having
sales contracts with TSSC. The prospectus of each Fund describes its investment
objective(s) and policies, and shareholders should obtain a prospectus and
consider these objectives and policies carefully before requesting an exchange.
The Funds reserve the right to change or suspend the exchange privilege at any
time. Shareholders would be notified of any change or suspension. Additional
information is available from Transamerica Premier Funds.
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 same 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 year ending December 31, 1997, 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.
Over the last three fiscal years the Funds have paid the following brokerage
commissions:
<TABLE>
<CAPTION>
- ------------------------------------------------ --------------- -------------- ---------------
<S> <C> <C> <C>
Transamerica Premier Fund 1997 1996 1995
Aggressive Growth Fund $21,170 - - - -
Small Company Fund $48,326 - - - -
Equity Fund $127,954 $50,745 $44,132
Index Fund $7,134 $9,599 $16,636
Bond Fund $23,822 $2,828 $19,275
Balanced Fund $20,909 $13,424 $48,901
Total $251,312 $78,592 $130,939
- ------------------------------------------------ --------------- -------------- ---------------
</TABLE>
The Premier Aggressive Growth and Premier Small Company Funds were launched in
July 1997. High fees in 1995 reflect the start up costs of these Funds.
Increases in 1997 over 1996 for these Funds were due to a large increase in
sales in 1997, particularly for the Premier Equity Fund.
On December 31, 1997, the Premier Equity Fund held stock in Charles Schwab
Corporation with a value of $4,717,969 and stock in Merrill Lynch & Company
Incorporated with a value of $2,917,500. The Premier Index Fund held stock in
Charles Schwab Corporation with a value of $29,818, stock in Chase Manhattan
Corporation with a value of $115,413, and stock in Merrill Lynch & Company
Incorporated with a value of $60,830. The Premier Bond Fund held bonds issued by
Morgan Stanley, Dean Witter, Discover and Co. with a value of $542,035. The
Premier Balanced Fund held stock in Charles Schwab Corporation with a value of
$943,594. In 1997, Charles Schwab & Co., Merrill Lynch, Pierce, Fenner, & Smith,
Chase Securities, Morgan Stanley & Co., Inc. and J.P. Morgan were among these
Funds' regular brokers or dealers as defined in Rule 10b-1 under the Investment
Company Act of 1940.
Charles Schwab & Company is considered an affiliated broker, because the Chief
Executive Officer of its parent corporation is on the board of directors of the
parent corporation of the Investment Adviser and the Administrator of the Funds.
The amount of commissions paid by all Funds to Charles Schwab & Company over the
last three fiscal years was $0 in 1995, $0 in 1996 and $300 in 1997, totaling
$300 over the three years. For 1997, the business done through Charles Schwab &
Company represents 0.11% of the total commissions paid by the Funds to all
brokers, and 0.14% of the aggregate dollar amount of transactions made by the
Funds through all brokers.
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 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 contract 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 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, IBC'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 5000 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;
IBC'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 gains, 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) 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 RICs, 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
(3) 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 RICs) 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
with respect to investments by foreign investors.
Certain of the Funds may invest in the stock of "passive foreign investment
companies" ("PFICs"). 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.
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, 515 S. Flower Street, Los Angeles, California 90071, performs
audits of the Funds' financial statements.
Registration Statement
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.
<PAGE>
Appendix A
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 to 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 by a 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.
<PAGE>
Appendix B
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, 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.
<PAGE>
PART C
Other Information
Item 24. Financial Statements and Exhibits
(a) Financial Statements
All required financial statements are incorporated by reference to the N-30D
filing on behalf of Transamerica Investors, Inc. (File No. 33-90888)
March 6, 1998.
(b) Exhibits
(1) Form of Articles Supplementary of Transamerica Investors,
Inc.1/5/6/12/13
(2) Amended Bylaws of Transamerica Investors, Inc.2/5/
(3) Not Applicable.
(4) Not Applicable.
(5) Form of Investment Advisory and Administrative Services
Agreement between Transamerica
Investors, Inc. and Transamerica Investment Services, Inc.2/5/
(6) (a) Form of Distribution Agreement between Transamerica
Investors, Inc. and
Transamerica Securities Sales Corporation ("TSSC").2/13
(b) Form of Selling Agreement between TSSC and Transamerica
Financial Resources, Inc.2/
(c) Form of Operating Agreement between Transamerica
Investors, Inc. and Charles Schwab & Co.2/
(7) Not Applicable.
(8) (a)Form of Custodian Agreement between Transamerica Investors,
Inc. and State Street Bank and Trust Company.2/
-
(b)Form of Sub-Custodian Agreement between State Street Bank
and Trust Company and State Street London Limited.2/
(9) Transfer Agency Agreement between Transamerica Investors, Inc.
and Boston Financial Data Services.2/
(10) Opinion and Consent of Counsel 6/
(11) Auditors Consent 11/12/13
(12) No Financial Statements are omitted from Item 23.
(13) Subscription agreement.2/
(14) Form of Disclosure Statement and Custodial Account Agreement
for Transamerica Investors IRA.2/
(15)(i) Form of Plan of Distribution Pursuant to Rule 12b-1.2/
(a) Investor Shares.
(1) Transamerica Premier Equity Fund (2) Transamerica
Premier Index Fund (3) Transamerica Premier Bond Fund (4)
Transamerica Premier Balanced Fund (5) Transamerica
Premier Short-Term Government Fund (6) Transamerica
Premier Cash Reserve Fund
(b) Adviser Shares.
(1) Transamerica Premier Equity Fund (2) Transamerica
Premier Index Fund (3) Transamerica Premier Bond Fund (4)
Transamerica Premier Balanced Fund (5) Transamerica
Premier Short-Term Government Fund (6) Transamerica
Premier Cash Reserve Fund
(15)(ii) Premier Aggressive Growth Fund 5/
Premier Small Company Fund 5/
(15)(iii) Premier High Yield Bond Fund (11)
(15)(iv) Premier Value Fund 13/
(c) Class A Shares:13/
(1) Transamerica Premier Equity Fund
(2) Transamerica Premier Index Fund
(3) Transamerica Premier Bond Fund
(4) Transamerica Premier Balanced Fund
(5) Transamerica Premier Cash Reserve Fund
(6) Premier Aggressive Growth Fund
(7) Premier Small Company Fund
(8) Premier High Yield Bond Fund
(9) Premier Value Fund
(d) Class M Shares:13/
(2) Transamerica Premier Equity Fund
(2) Transamerica Premier Index Fund
(3) Transamerica Premier Bond Fund
(4) Transamerica Premier Balanced Fund
(5) Transamerica Premier Cash Reserve Fund
(10) Premier Aggressive Growth Fund
(11) Premier Small Company Fund
(12) Premier High Yield Bond Fund
(13) Premier Value Fund
(16) Not Applicable.
(17) Not Applicable.
(18) Form of Multi-Class Plan Pursuant to Rule 18f-3.2/13
(19) Powers of Attorney.2/5/
(27) Financial Data Schedule 6/12/
1/ Filed with initial registration statement on April 3, 1995.
2/ Filed with Pre-Effective Amendment No. 1 to this registration
statement on August 29, 1995.
3/ Filed with Pre-Effective Amendment No. 2 to this registration statement on
September 18, 1995.
4/ Filed with Post-Effective Amendment No. 1 to this registration statement on
April 2, 1996.
5/ Filed with Post-Effective Amendment No. 2 to this registration statement on
April 11, 997.
6/ Filed with Post-Effective Amendment No. 3 to this registration statement on
April 28, 1997.
7/ Filed with Post-Effective Amendment No. 4 to this registration statement on
June 26, 1997.
8/ Filed with Post-Effective Amendment No. 5 to this registration statement on
July 1, 1997.
9/ Filed with Post-Effective Amendment No. 6 to this registration statement on
December 31, 1997.
10/ Filed with Post-Effective Amendment No. 7 to this registration statement on
January 14, 1998.
11/ File with Post-Effective Amendment No. 8 to this registration
statement on February 3, 1998.
12/ Filed with Post-Effective Amendment No. 9 to this registration
statement on March 31, 1998.
13/ Filed herewith.
Item 25. Person Controlled by or Under Common Control With the Registrant.
The Registrant, Transamerica Investors, Inc., is controlled by
Transamerica Occidental Life Insurance Company ("Transamerica Occidental"), a
wholly-owned subsidiary of Transamerica Insurance Corporation of California,
which, in turn is a wholly-owned subsidiary of Transamerica Corporation.
The following chart indicates the persons controlled by or under common
control with Transamerica Corporation:
<PAGE>
TRANSAMERICA CORPORATION AND SUBSIDIARIES
WITH STATE OR COUNTRY OF INCORPORATION
Transamerica Corporation
ARC Reinsurance Corporation - Hawaii
Inter-America Corporation - California
Mortgage Corporation of America - California
Pyramid Insurance Company, Ltd. - Hawaii
Pacific Cable Ltd. - Bermuda
TC Cable, Inc. - Delaware
River Thames Insurance Company Limited - England
RTI Holdings, Inc. - Delaware
Transamerica Airlines, Inc. - Delaware
Transamerica Asset Management Group, Inc. - Delaware
Criterion Investment Management Company - Texas
Transamerica CBO I, Inc. - Delaware
Transamerica Corporation (Oregon) - Oregon
Transamerica Delaware, L.P. - Delaware
Transamerica Finance Group, Inc. - Delaware
BWAC Twelve, Inc. - Delaware
Transamerica Insurance Finance Corporation - Maryland
Transamerica Insurance Finance Company (Europe) - Maryland
Transamerica Insurance Finance Corporation, California -
California
Transamerica Insurance Finance Corporation, Canada - Ontario
Transamerica Finance Corporation - Delaware
TA Leasing Holding Co., Inc. - Delaware
Trans Ocean Ltd. - Delaware
Trans Ocean Container Corp. - Delaware
Cool Solutions, Inc. - Delaware
TOD Liquidating Corp. - California
TOL S.R.L. - Italy
Trans Ocean Leasing Deutschland GMBH - Germany
Trans Ocean Leasing PTY Limited - Australia
Trans Ocean Management Corporation -
Trans Ocean Regional Corporate Holdings - California
Trans Ocean SARL - France
Trans Ocean Tank Services Corporation - Delaware
Trans Ocean Container Finance Corp. - Delaware
Transamerica Leasing Inc. - Delaware
Better Asset Management Company LLC - Delaware
Greybox L.L.C. - Delaware
Transamerica Leasing Holdings Inc. - Delaware
Greybox Services Limited - United Kingdom
Intermodal Equipment, Inc. - Delaware
Transamerica Leasing N.V. - Belgium
Transamerica Leasing SRL - Italy
Transamerica Distribution Services Inc. - Delaware
Transamerica Leasing Coordination Center - Belgium
Transamerica Leasing do Brasil Ltda. - Brazil
Transamerica Leasing GmbH - West Germany
Transamerica Leasing Limited - United Kingdom
ICS Terminals (UK) Limited - United Kingdom
Transamerica Leasing Pty. Ltd. - Australia
Transamerica Leasing (Canada) Inc. - Canada
Transamerica Leasing (HK) Ltd. - Hong Kong
Transamerica Leasing (Proprietary) Limited - South Africa
Transamerica Tank Container Leasing Pty. Limited -
Australia
Transamerica Trailer Holdings I Inc. - Delaware
Transamerica Trailer Holdings II Inc. - Delaware
Transamerica Trailer Holdings III Inc. - Delaware
Transamerica Trailer Leasing AB - Sweden
Transamerica Trailer Leasing A/S - Denmark.
Transamerica Trailer Leasing GmbH - Germany
Transamerica Trailer Leasing S.A. - Fra.
Transamerica Trailer Leasing S.p.A. - Italy
Transamerica Trailer Leasing (Belgium) N.V. - Belg.
Transamerica Trailer Leasing (Netherlands) B.V. - Neth.
Transamerica Trailer Spain S.A. - Spn.
Transamerica Transport Inc. - NJ
TELColorado Holding Co., Inc. - Delaware
Transamerica Commercial Finance Corporation, I - Delaware
BWAC Credit Corporation - Delaware
BWAC International Corporation - Delaware
Transamerica Business Credit Corporation - Delaware
The Plain Company - Delaware
Transamerica Global Distribution Finance Corporation - Delaware
Transamerica Inventory Finance Corporation - Delaware
BWAC Seventeen, Inc. - Delaware
Transamerica Commercial Finance Canada, Limited - Ontario
Transamerica Commercial Finance Corporation, Canada -
Canada
TCF Commercial Leasing Corporation, Canada - Ontario
BWAC Twenty-One, Inc. - Delaware
Transamerica Commercial Holdings Limited - United Kingdom
Transamerica Commercial Finance Limited - United Kingdom
Transamerica Trailer Leasing Limited - United Kingdom
Transamerica Commercial Finance Corporation - Delaware
TCF Asset Management Corporation - Colorado
Transamerica Joint Ventures, Inc. - Delaware
Transamerica Commercial Finance France S.A. - France
Transamerica GmbH Inc. - Delaware
Transamerica Financieringsmaatschappij B.V. - Netherlands
Transamerica GmbH - Germany - Germany
Transamerica Finance Loan Company - Delaware
Transamerica Financial Services Holding Company - Delaware
Arcadia General Insurance Company - Arizona
Arcadia National Life Insurance Company - Arizona
First Credit Corporation - Delaware
Pacific Agency, Inc. - Indiana
Pacific Agency, Inc. - Nevada
Pacific Finance Loans - California
Pacific Service Escrow Inc. - Delaware
Transamerica Acceptance Corporation - Delaware
Transamerica Financial Services Limited, United Kingdom -
United Kingdom
Transamerica Credit Corporation - Nevada
Transamerica Credit Corporation (Washington) - Washington
Transamerica Financial Consumer Discount Company (Pennsylvania) -
Pennsylvania
Transamerica Financial Corporation - Nevada
Transamerica Financial Services Mortgage Company - Delaware
Transamerica Financial Professional Services, Inc. - California
Transamerica Financial Services - California
NAB Services, Inc. - California
Transamerica Financial Services Company - Ohio
Transamerica Financial Services Inc. - Hawaii
Transamerica Financial Services Inc. - Minnesota
Transamerica Financial Services of Dover, Inc. - Delaware
Transamerica Financial Services, Inc. - Alabama
Transamerica Financial Services, Inc. - British Columbia
Transamerica Financial Services, Inc. - New Jersey
Transamerica Financial Services, Inc. - Texas
Transamerica Financial Services, Inc. - West Virginia
Transamerica Insurance Administrators, Inc. - Delaware
Transamerica Mortgage Company - Delaware
Transamerica Financial Services Finance Co. - Delaware
Transamerica HomeFirst, Inc. - California
Transamerica Foundation - California
Transamerica Information Management Services, Inc. - Delaware
Transamerica Insurance Corporation of California - California
Arbor Life Insurance Company - Arizona
Plaza Insurance Sales, Inc. - California
Transamerica Advisors, Inc. - California
Transamerica Annuity Service Corporation - New Mexico
Transamerica Financial Resources, Inc. - Delaware
Financial Resources Insurance Agency of Texas - Texas
TBK Insurance Agency of Ohio, Inc. - Ohio
Transamerica Financial Resources Insurance Agency of Alabama Inc.
- - Alabama
Transamerica Financial Resources Insurance Agency of Massachusetts
Inc. -
Massachusetts
Transamerica International Insurance Services, Inc. - Delaware
Home Loans and Finance Ltd. - United Kingdom
Transamerica Occidental Life Insurance Company - California Bulkrich
Trading Limited - Hong Kong First Transamerica Life Insurance
Company - New York NEF Investment Company - California Transamerica
Life Insurance and Annuity Company - North Carolina
Transamerica Assurance Company - Colorado
Transamerica Life Insurance Company of Canada - Canada
Transamerica Variable Insurance Fund, Inc. - Maryland
USA Administration Services, Inc. - Kansas
Transamerica Products, Inc. - California
Transamerica Leasing Ventures, Inc. - California
Transamerica Products II, Inc. - California
Item 26. Numbers of Holders of Securities.
Item 27. Indemnification
Transamerica Investors' Bylaws provide in Article VII as follows:
Section 1. OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND OTHERS. The
Corporation shall indemnify its Officers, Directors, employees and agents and
any person who serves at the request of the Corporation as a Director, Officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise as follows:
(a) Every person who is or has been a Director, Officer, employee or
agent of the Corporation and persons who serve at the Corporation's
request as Director, Officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise shall be
indemnified by the Corporation to the fullest extent permitted by law
against liability and against all expenses reasonably incurred or paid
by him or her in connection with any debt, claim, action, demand, suit,
proceeding, judgment, decree, liability or obligation of any kind in
which he or she becomes involved as a party or otherwise by virtue of
his or her being or having been a Director, Officer, employee or agent
of the Corporation or of another employee or agent of the Corporation
or of another corporation, partnership, joint venture, trust or other
enterprise at the request of the Corporation and against amounts paid
or incurred by him or her in the settlement thereof.
(b) The words "claim," "action," "suit" or "proceeding" shall apply to
all claims, actions, suits or proceedings (civil, criminal,
administrative, legislative, investigative or other, including
appeals), actual or threatened, and the words "liability" and
"expenses" shall include, without limitation, attorneys' fees, costs,
judgments, amounts paid in settlement, fines, penalties and other
liabilities.
(c) No indemnification shall be provided hereunder to a Director,
Officer, employee or agent against any liability to the Corporation or
its shareholders by reason of willful misfeasance, active and
deliberate dishonesty, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.
(d) The rights of indemnification herein provided may be insured
against by policies maintained by the Corporation, shall be severable,
shall not affect any other rights to which any Director, Officer,
employee or agent may now or hereafter be entitled, shall continue as
to a person who has ceased to be such Director, Officer, employee or
agent and shall insure to the benefit of the heirs, executors and
administrators of such a person.
(e) In the absence of a final decision on the merits by a court or
other body before which such proceeding was brought, an indemnification
payment will not be made, except as provided in paragraph (f) of this
Section 1, unless in the absence of such a decision, a reasonable
determination based upon a factual review has been made: (1) by a
majority vote of a quorum of non-party Directors who are not
"interested persons" of the Corporation as defined in Section 2(a)(19)
of the Investment Company Act of 1940; (2) by independent legal counsel
approved by the Board of Directors in a written opinion that the
indemnitee was not liable for an act of willful misfeasance, bad faith,
gross negligence or reckless disregard of duties; or (3) by the
shareholders.
(f) The Corporation further undertakes that advancement of expenses
incurred in the defense of a proceeding by an Officer, Director, or
controlling person of the Corporation in advance of the final
disposition of the proceeding (upon receipt by the Corporation of: (a)
a written affirmation by the Officer, Director, or controlling person
of the Corporation of that person's good faith belief that the standard
of conduct necessary for indemnification by the Corporation as
authorized in the Maryland General Corporation Law has been met; and
(b) a written undertaking by or on behalf of such person to repay the
amount if it shall ultimately be determined that the standard of
conduct as stated above has not been met) will not be made absent the
fulfillment of at least one of the following conditions: (1) the
Corporation is insured against losses arising by reason of any lawful
advances; or (2) a majority of a quorum of disinterested, non-party
Directors or independent legal counsel in a written opinion makes a
factual determination that there is a reason to believe the indemnitee
will be entitled to indemnification.
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling person of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by the director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
The directors and officers of Transamerica Investors, Inc. are covered
under a Directors and Officers liability program which includes direct coverage
to directors and officers and corporate reimbursement to reimburse the Company
for indemnification of its directors and officers. Such directors and officers
are indemnified for loss arising from any covered claim by reason of any
Wrongful Act in their capacities as directors or officers. In general, the term
"loss" means any amount which the insureds are legally obligated to pay for a
claim for Wrongful Acts. In general, the term "Wrongful Acts" means any breach
of duty, neglect, error, misstatement, misleading statement or omission caused,
committed or attempted by a director or officer while acting individually or
collectively in their capacity as such, claimed against them solely by reason of
their being directors and officers. The limit of liability under the program is
$5,000,000 for the period from the date of effectiveness of this registration
statement to 2/1/96. The primary policy under the program is with ICI Mutual
Insurance Company.
Item 28. Business and Other Connections of the Investment Adviser:
Transamerica Investment Services, Inc. (the "Adviser") is a registered
investment adviser. The Adviser is a
direct wholly-owned subsidiary of Transamerica Corporation.
Information as to the officers and directors of the Adviser is included in its
Form ADV last filed in March 1995 with the Securities and Exchange Commission
(registration number 801-7740) and is incorporated herein by reference.
Item 29. Principal Underwriter
(a) Transamerica Securities Sales Corporation ("TSSC") serves as the
principal underwriter of shares of the Funds.
(b) TSSC is the principal underwriter for the Registrant. Transamerica
Financial Resources, Inc. ("TFR") will also distribute shares of the funds. Set
forth below is a list of the directors and officers of TSSC and TFR and their
positions with the Registrant.
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND OFFICE POSITIONS
BUSINESS ADDRESS* WITH TSSC WITH REGISTRANT
<S> <C> <C>
Barbara A. Kelley President and Director None
Regina M. Fink Secretary and Director None
Benjamin Tang Treasurer None
Nooruddin Veerjee Director Director & CEO
Dan S. Trivers Senior Vice President None
Nicki Bair Vice President President, CA & CFO
Christopher W. Shaw Second Vice President Assistant Vice President
</TABLE>
* The principal business address for each officer and director is 1150
South Olive, Los Angeles, CA 90015.
NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS
BUSINESS ADDRESS* WITH TFR WITH
REGISTRANT
Barbara A. Kelley President and Director None
Regina M. Fink Secretary and Counsel None
Monica Suryapranata Treasurer None
Gilbert Cronin Director None
James W. Dederer Director None
John Leon Second Vice-President None
Dan Trivers Second Vice President, None
Director of Administration
and Chief Compliance Officer
Ronald F. Wagley Director None
Kerry Rider Compliance Manager None
Second Vice President and Director of Compliance
* The principal business address for each officer and director is 1150
South Olive, Los Angeles, CA 90015.
Item 30. Location and Accounts and Records
All accounts and records required to be maintained by Section 31(a) of
the 1940 Act and the rules promulgated thereunder are maintained at the offices
of:
Registrant, located at 1150 South Olive, Los Angeles, California 90015-2211;
State Street Bank and Trust Company, Registrant's custodian, located at 225
Franklin Street, Boston, Massachusetts 02110; and Boston Financial Data
Services, Inc., a subsidiary of State Street, located at 2 Heritage Drive,
Quincy, Massachusetts 02171.
Item 31. Management Services
All management contracts are discussed in Parts A or B.
<PAGE>
Items 32. Undertakings
(a) Not Applicable.
(b) Registrant undertakes that it will file a post-effective amendment, using
financial statements of a reasonably current date which need not be certified,
within four to six months from the commencement of operations of the Funds.
(c) Registrant hereby undertakes to furnish each person to whom a prospectus
is delivered with a copy of its most recent annual report to shareholders, upon
request and without charge.
(d) Registrant hereby undertakes to call for a meeting of shareholders for the
purpose of voting upon the question of removal of one or more of the directors
if requested to do so by the holders of at least 10% of a Fund's outstanding
shares, and to assist in communication with other shareholders as required by
Section 16(c).
<PAGE>
C-14
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, Transamerica Investors, Inc. certifies that it meets the requirements of
Securities Act Rule 485(a) for effectiveness if this Registration Statement and
has caused this Registration Statement to be signed on its behalf in the City of
Los Angeles and State of California on the 10th day of April, 1998.
TRANSAMERICA INVESTORS, INC.
By: /s/Nicki BairNicki Bair
President
As required by the Securities Act of 1933, this Post-Effective Amendment
No. 10 to the Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
Signatures Titles Date
______________________* Director and Chief April 10, 1998
Nooruddin Veerjee Executive Officer
______________________* President April 10, 1998
Nicki Bair
______________________* Treasurer and April 10, 1998
Susan Hughes Chief Accounting Officer
______________________* Director April 10, 1998
Sidney E. Harris
______________________* Director April 10, 1998
Charles C. Reed
_____________________ * Director April 10, 1998
Gary U. Rolle
______________________ * Director April 10, 1998
Carl R. Terzian
By:/s/ Nicki Bair On April 10, 1998 as
Attorney-in-Fact pursuant to
Nicki Bair powers of attorney filed herewith.
<PAGE>
Exhibit (b)(1)
TRANSAMERICA INVESTORS, INC.
ARTICLES SUPPLEMENTARY
Transamerica Investors, Inc., a Maryland corporation, having its
principal office in Silver Spring, Maryland (the "Corporation"), hereby
certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: Prior to the date hereof and pursuant to the authority expressly
vested in the Board of Directors of the Corporation by Article VI of the Charter
of the Corporation, the Board of Directors divided and classified 750,000,000
shares of the common stock, par value $.001 per share, of the Corporation (the
"Common Stock") into the following series (the "Series") and provided for the
issuance of the following Series:
Series Number of Shares
Transamerica Premier Equity Fund 57,142,858
Transamerica Premier Index Fund 57,142,857
Transamerica Premier Bond Fund 57,142,857
Transamerica Premier Balanced Fund 57,142,857
Transamerica Premier Aggressive Growth Fund 7,142,857
Transamerica Premier Small Company Fund 7,142,857
Transamerica Premier Cash Reserve Fund 507,142,857
SECOND: Pursuant to the authority expressly vested in the Board of
Directors of the Corporation by Article VI of the Charter of the Corporation,
the Board of Directors has duly divided and classified 260,000,000 authorized
but unissued shares of undesignated Common Stock of the Corporation among the
following Series, including the Transamerica Premier Value Fund and the
Transamerica Premier High-Yield Bond Fund which are new Series, and has provided
for the issuance of such Series so that after such classification the number of
shares of Common Stock in each such Series are as follows:
Series Number of Shares
Transamerica Premier Equity Fund 100,000,000
Transamerica Premier Index Fund 60,000,000
Transamerica Premier Bond Fund 60,000,000
Transamerica Premier Balanced Fund 60,000,000
Transamerica Premier Aggressive Growth Fund 60,000,000
Transamerica Premier Small Company Fund 60,000,000
Transamerica Premier Cash Reserve Fund 510,000,000
Transamerica Premier Value Fund 50,000,000
Transamerica Premier High-Yield Bond Fund 50,000,000
THIRD: The preferences, conversion and other rights, voting powers,
restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption of the shares
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<PAGE>
of Common Stock classified into the Series listed above are set forth in the
Charter of the Corporation.
FOURTH: (a) Pursuant to the authority of the Board of Directors to
classify and reclassify Common Stock of a particular Series, the Board of
Directors has subdivided each Series of the Corporation identified in Article
SECOND and any additional Series of Common Stock (unless otherwise specified in
the articles supplementary designating such Series) into four classes of shares,
which shall be designated Investor Class, Institutional Class, Class A and Class
M, each consisting, until further changed, of the lesser of (x) the total number
of shares of each such Series designated and specified in Article SECOND above
or (y) the number of shares that could be issued by issuing all of the shares of
that Series currently or hereafter classified less the total number of shares of
all other classes of such Series then issued and outstanding. The currently
outstanding Common Stock of each Series shall be designated as Investor Class
Common Stock.
(b) Investor Shares are offered at net asset value and shall be subject
to an annual asset-based distribution fee (as provided for by the plans adopted
by the Board of Directors pursuant to Rule 12b-1 under the Investment Company
Act of 1940, as amended (the "Investment Company Act") (the "12b-1 Plans")
applicable to Investor Shares) of 0.25% of the average daily net assets of the
Investor Shares in each Fund (except that the Transamerica Premier Index and
Cash Reserve Funds will pay a 0.10% distribution fee). Institutional Shares are
available to high net worth individuals, qualified retirement plans and other
institutional investors that satisfy certain standards described in the
registration statement of the Corporation, and supplements thereto, under the
Securities Act of 1933 Act and the Investment Company Act (the "Registration
Statement"), such as the minimum initial investment of $250,000. Institutional
Shares are offered at net asset value and shall not be subject to an annual
asset-based distribution or shareholder servicing fee. Class A Shares are
available through investment advisers and/or other financial institutions to
individuals, companies, Pension and Retirement Savings Programs and other
investors and shall be subject to an annual asset-based distribution fee (as
provided for by the 12b-1 Plans applicable to Class A Shares) of 0.35% of the
average daily net assets of the Class A Shares in each Fund. Class M Shares are
available through investment advisers and/or other financial institutions to
individuals, companies, Pension and Retirement Savings Programs and other
investors and shall be subject to an annual asset-based distribution fee (as
provided for by the 12b-1 Plans applicable to Class M Shares) of 0.60% of the
average daily net assets of the Class M Shares in each Fund. Subject to the
foregoing, all Classes of a particular Series of Common Stock of the Corporation
shall represent the same interest in the Corporation and have identical voting,
dividend, liquidation, and other rights with any other shares of Common Stock of
that Series; provided, however, that notwithstanding anything in the Charter of
the Corporation to the contrary:
(1) Each Class of shares of a Series may be subject
to such front-end sales loads as may be established by the Board
of Directors from time to time in accordance with the Investment
Company Act and applicable rules and regulations of the National
Association of
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<PAGE>
Securities Dealers, Inc.
(2) Each Class of shares of a Series may be subject
to such contingent deferred sales charges as may be established
from time to time by the Board of Directors in accordance with
the Investment Company Act and applicable rules and regulations
of the National Association of Securities Dealers, Inc.
(3) Expenses related solely to a particular Class of
a Series (including, without limitation, distribution expenses
under a 12b-1 Plan and administrative expenses under an
administration or service agreement, plan or other arrangement,
however designated, which may differ among the various Classes)
shall be borne by that Class and shall be appropriately
reflected (in the manner determined by the Board of Directors)
in the net asset value, dividends, distribution and liquidation
rights of the shares of that Class.
(4) At such time as may be determined by the Board of
Directors in accordance with the Investment Company Act and
applicable rules and regulations of the National Association of
Securities Dealers, Inc. and reflected in the Registration
Statement, shares of a particular Class of a Series may be
automatically converted into shares of another Class; provided,
however, that such conversion shall be subject, at the election
of the Board of Directors, to the continuing availability of a
private letter ruling of the Internal Revenue Service or an
opinion of counsel to the effect that such conversion does not
constitute a taxable event under federal income tax law and
shall otherwise be in accordance with the Investment Company
Act. The Board of Directors, in its sole discretion, may suspend
any conversion rights if such opinion is no longer available.
(5) As to any matter with respect to which a separate
vote of any Class of a Series is required by the Investment
Company Act or by the Maryland General Corporation Law
(including, without limitation, approval of any plan, agreement
or other arrangement referred to in subsection (3) above), such
requirement as to a separate vote by that Class shall apply in
lieu of Single Class Voting (as defined in the Charter of the
Corporation), and if permitted by the Investment Company Act or
the Maryland General Corporation Law, the Classes of more than
one Series shall vote together as a single class on any such
matter which shall have the same effect on each
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<PAGE>
such Class. As to any matter which does not affect the interest
of a particular Class of a Series, only the holders of shares of
the affected Classes of that Series shall be entitled to vote.
FIFTH: Pursuant to the authority expressly vested in the Board of
Directors of the Corporation by Article VI of the Charter of the Corporation,
the Board of Directors reserves the right to create additional classes of any
Series as it deems appropriate and each such class shall have the voting,
dividend, liquidation and other rights as set forth in the Articles or in the
resolutions of the Board of Directors upon the establishment of such class.
SIXTH: The Shares aforesaid have been duly classified by the Board of
Directors pursuant to authority and power contained in the Charter of the
Corporation. These Articles Supplementary do not increase the authorized capital
stock of the Corporation.
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<PAGE>
IN WITNESS WHEREOF, Transamerica Investors, Inc. has caused these
presents to be signed in its name and on its behalf by its President and
witnessed by its Secretary on May ___, 1998.
WITNESS: TRANSAMERICA INVESTORS, INC.
By: __________________________ By: ______________________________
Reid Evers, Secretary Nicki Bair, President
THE UNDERSIGNED, President of Transamerica Investors, Inc., who executed on
behalf of the Corporation the Articles Supplementary of which this Certificate
is made a part, hereby acknowledges in the name and on behalf of said
Corporation the foregoing Articles Supplementary to be the corporate act of said
Corporation and hereby certifies that the matters and facts set forth herein
with respect to the authorization and approval thereof are true in all material
respects under the penalties of perjury.
---------------------------------
Nicki Bair, President
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<PAGE>
Exhibit 6(a) Form of Distribution Agreement
<PAGE>
TRANSAMERICA INVESTORS, INC.
DISTRIBUTION AGREEMENT
AS AMENDED AND RESTATED ON MAY 8, 1998
THIS AGREEMENT is made and entered into this ____ day of ___________,
1998, by and between Transamerica Investors, Inc., a corporation organized and
existing under the laws of the state of Maryland (the "Corporation"), and
Transamerica Securities Sales Corporation, a corporation organized and existing
under the laws of the State of Maryland (the "Distributor").
WHEREAS the Corporation and the Distributor wish to amend the
Distribution Agreement dated August 4, 1995, that was entered into between them
on October 2, 1995;
WHEREAS, the Corporation is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), consisting of several portfolios of shares (the "Funds");
WHEREAS, the Corporation is registering the shares of its common stock
for offer and sale to the public under the Securities Act of 1933, as amended
(the "1933 Act"), and in accordance with the provisions of all applicable state
securities laws (the "Blue Sky Laws");
WHEREAS, each Fund is authorized to issue four classes of shares:
Investor Shares, Institutional Shares, Class A Shares and Class M Shares
(collectively, the "Shares"), each of which represents interests in the same
portfolio of investment securities;
WHEREAS, the Distributor is a broker-dealer registered with the
Securities and Exchange Commission (the "Commission") under the Securities
Exchange Act of 1934, as amended (the "1934 Act") and is a member of the
National Association of Securities Dealers, Inc. (the "NASD"); and
WHEREAS, the Corporation has adopted a number of distribution plans
pursuant to Section 12(b) of the 1940 Act, and Rule 12b-1 thereunder (the "12b-1
Plans"), pursuant to which the Corporation may pay the expenses for certain
Distribution Activities and Service Activities (as defined in the 12b-1 Plans)
incurred or paid by the Distributor;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, the parties hereto agree as follows:
<PAGE>
I. APPOINTMENT AND OBLIGATIONS OF THE DISTRIBUTOR
The Corporation hereby appoints the Distributor as its exclusive agent
to sell and distribute, as set forth below in Section II, the Shares of each
class of each Fund and of such other Funds and classes of Shares of the Funds as
may hereafter be registered with the Commission and under the Blue Sky Laws,
subject to the terms of this Agreement and the policies and control of the
Corporation's Board of Directors (the "Board"). The Distributor hereby accepts
such appointment.
II. DUTIES OF THE DISTRIBUTOR AND THE CORPORATION
The Corporation employs the Distributor:
A. to promote the Funds;
B.to sell the Shares of each Fund on a best efforts basis from time to time
during
the term of this Agreement as agent for the Corporation and upon the terms
described in the currently effective registration statement of the
Corporation, and
supplements thereto, under the 1933 Act and the 1940 Act (the "Registration
Statement"). The Distributor shall sell, as agent for the Funds, directly or
through other broker-dealers, as described below, the Shares needed, but not
more than the Shares needed (except for clerical errors or errors of
transmission),
to fill unconditional orders placed with the Distributor;
C.to enter into agreements, at the Distributor's discretion, to
sell Shares to such registered and qualified retail
broker-dealers, including Transamerica Financial Resources, Inc.
("TFR"), subject to the approval by the Board of the form or
forms of such agreements. All such brokers and dealers shall act
in accordance with the Registration Statement and shall comply
with all applicable laws, rules and regulations;
D.in connection with the sales and offers of sale of Shares, to give only such
information and make such representations as is permitted by applicable law.
All sales literature and advertisements used by the Distributor in connection
with
the sale of the Shares shall be filed with the appropriate authorities,
including the
NASD, the states, and/or the Commission, as may be required from time to time.
The Corporation shall not be responsible in any way for any other information,
statements or representations given or made by the Distributor or its
representatives or agents. Normally, the Corporation will not exercise any
direction or control over the time and place of solicitation, the persons to be
solicited, or the manner of solicitation. But the Distributor agrees that
- 2 -
<PAGE>
solicitations will be in a form acceptable to the Corporation
and will be subject to such terms and conditions as may be
prescribed from time to time by the Board;
E. to offer the Shares of each Fund at the offering price described
in the Registration Statement. The Corporation shall promptly
furnish (or arrange for another person to furnish) the
Distributor with a quotation of the net asset value per Share on
each business day; and
The Distributor shall not be obligated to sell any certain number of
Shares.
The Corporation agrees:
A. that it will not, without the Distributor's consent, sell or
agree to sell any Shares of the Corporation other than through
the Distributor, except that the Corporation may:
1. issue or sell Shares in connection with its merger or
consolidation with any other investment company or the
Corporation's acquisition by purchase or otherwise of
all or substantially all of the assets of any
investment company or substantially all of the
outstanding shares of any such company;
2. offer Shares to its shareholders for reinvestment of
cash distribution from capital gains or net investment
income of the Corporation;
3. issue Shares to shareholders of a Fund who exercise any
exchange privilege set forth in the Registration
Statement;
4. issue Shares directly to registered shareholders
pursuant to the authority
of the Board; or
5. sell Shares in any jurisdiction in which the
Distributor is not registered as a broker-dealer.
B. to permit the Distributor to use any list of shareholders of
the Corporation or any
Fund or any other list of investors which it obtains in
connection with its
provision of services under this Agreement;
C. to keep the Distributor fully informed of its affairs and to
make available to the Distributor copies of all information,
financial statements, and other papers which the Distributor may
reasonably request for use in connection with the
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<PAGE>
distribution of Shares, including, without limitation, certified
copies of any financial statements for the Corporation by its
independent public accountant and such reasonable number of
copies of the most current prospectus, statement of additional
information, and annual and interim reports of a Fund as the
Distributor may request;
D. to cooperate fully in the efforts of the Distributor to sell
and arrange for the sale
of the Shares and in the performance of the Distributor under
this Agreement;
and
E. to register or cause to be registered all Shares sold by the
Distributor pursuant to the provisions of this Agreement in such
name or names and amounts as the Distributor may request from
time to time.
The Corporation reserves the right at any time to withdraw all
offerings of the Shares of any or all Funds by written notice to the Distributor
at its principal office.
The Corporation and the Distributor hereby agree that all
advertisements and sales literature issued by either of them referring directly
or indirectly to the Corporation or to the Distributor will be submitted to and
receive the approval of the Corporation and the Distributor before it may be
used by either party.
III. REPRESENTATIONS AND WARRANTIES
A. REPRESENTATIONS AND WARRANTIES OF THE DISTRIBUTOR
The Distributor hereby represents and warrants to the Corporation as
follows:
1. Due Incorporation and Organization. The Distributor is
duly organized and is in good standing under the laws
of the State of Maryland and is fully authorized to
enter into this Agreement and carry out its terms.
2. Registration. The Distributor is a broker-dealer registered with the
- ------------
Commission under the 1934 Act, is a member of the NASD, and is
registered or licensed under the laws of all jurisdictions in which its
activities require it to be so registered or licensed. The Distributor shall
maintain such registration or license in effect at all times during the term
of this Agreement and will immediately notify the Corporation of the
occurrence of any event that would disqualify the Distributor from serving
as a Distributor by operation of Section 9(a) of the 1940 Act or otherwise.
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<PAGE>
3. Best Efforts. The Distributor at all times shall
provide its best judgement and effort to the
Corporation in carrying out its obligations hereunder.
4. Code of Ethics. The Distributor has adopted a written
code of ethics that complies with the requirements of
Rule 17j-1 under the 1940 Act and will provide the
Corporation with a copy of such code of ethics and all
subsequent modifications, together with evidence of its
adoption. At least annually the Distributor will
provide the Corporation with a report describing the
implementation of the code of ethics during the
immediately preceding twelve (12) month period.
B. REPRESENTATIONS AND WARRANTIES OF THE CORPORATION
The Corporation, on behalf of the Funds, hereby represents and warrants
to the Distributor as follows:
1. Due Incorporation and Organization. The Corporation is
duly organized under the laws of the State of Maryland
and is fully authorized to enter into this Agreement
and carry out its terms.
2. Registration. The Corporation is registered as an
investment company with the Commission under the 1940
Act and Shares of the Corporation will be registered
for offer and sale to the public under the 1933 Act and
under the Blue Sky Laws. Such registrations shall be
kept in effect during the term of this Agreement.
IV. COMPLIANCE WITH APPLICABLE REQUIREMENTS
In carrying out its obligations under this Agreement, the Distributor
shall at all times conform to:
A. all applicable provisions of the 1934 Act and the 1940 Act and the rules and
regulations thereunder;
B. the provisions of the Registration Statement of the Corporation
as the same may be amended from time to time, under the 1933 Act
and the 1940 Act;
C. the provisions of the Corporation's Articles of Incorporation, as amended;
D. the provisions of the By-Laws of the Corporation, as amended; and
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<PAGE>
E. any other applicable provisions of state and federal law.
V. COMPENSATION
As compensation for providing services under this Agreement, the
Distributor shall receive and may retain any portion of any front-end or
contingent deferred sales charge which is imposed on sales and redemptions of
Shares and not reallowed to selected dealers as set forth in the Registration
Statement. Upon termination of this Agreement with respect to Shares of any Fund
or class for any reason, the obligation to pay and such contingent deferred
sales charge on Shares of such Fund or class sold prior to the date of
termination shall survive the termination, and the Corporation (or its agent)
shall collect and pay any such charges thereafter imposed on such Shares to the
Distributor. In addition, the Distributor shall receive from each class of each
Fund a distribution and/or service fee at the rate and under the terms and
conditions of the 12b-1 Plans, adopted by the Corporation with respect to such
classes of the Funds (which are attached hereto), as such 12b-1 Plans are in
effect from time to time, and subject to any further limitations on such fee as
the Board of Directors of the Corporation may impose.
Additional payments to the Distributor from the Corporation's
investment adviser, Transamerica Investments Services, Inc., or the
Corporation's administrator, Transamerica Occidental Life Insurance Company, may
be authorized in accordance with applicable law.
VI. EXPENSES
The expenses in connection with the distribution of the Funds shall be
allocable as follows:
A. EXPENSES OF THE DISTRIBUTOR
The Distributor shall pay:
1. the costs of printing and distributing prospectuses and
statements of additional information for prospective
investors and the costs of preparing, printing and
distributing such other sales literature, reports,
forms and advertisements in connection with the sale of
the Shares as comply with the applicable provisions of
federal and state law;
2. the costs of any additional copies of the Corporation's
financial and other reports and other literature
supplied to the Distributor for sales promotion
purposes;
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<PAGE>
3. all advertising expenses incurred by the Distributor
in connection with the
offering and sales of the Shares;
4. all compensation to the employees of the Distributor
and others for selling Shares, and all expenses of the
Distributor and others who engage in or support the
sale of Shares as may be incurred in connection with
their sales efforts;
5. expenses relating to the formulation and implementation
of marketing strategies and promotional activities such
as direct mail promotions and television, radio,
newspaper, magazine and other mass media advertising;
and
6. the costs of building and maintaining a database of
prospective shareholders and of obtaining such
analyses, reports and other information with respect to
marketing and promotional activities and investor
accounts as the Corporation may deem advisable.
B. EXPENSES OF THE CORPORATION
1. Each Fund, or class thereof, shall bear all expenses in
connection with preparing and typesetting the
Corporation's prospectuses, statements of additional
information, reports to shareholders, and other
materials, related to communications of such class or
Fund with existing shareholders.
VII. REPORTS
The Distributor shall prepare reports for the Board on a quarterly
basis showing such information concerning services provided and expenses
incurred related to this Agreement, and such other information, as from time to
time may be reasonably requested by the Board.
VIII. INDEMNIFICATION BY THE CORPORATION
The Corporation agrees to indemnify, defend and hold the Distributor,
each person who has been, is, or may hereafter be an officer, director, employee
or agent of the Distributor, and any person who controls the Distributor within
the meaning of Section 15 of the 1933 Act, free and harmless against any loss,
damage or expense reasonably incurred by any of them in connection with any
claim or in connection with any action, suit, or proceeding to which any of them
may be a party, which arises out of or is alleged to arise out of or is based
upon a violation of any of its covenants herein contained, or any alleged untrue
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<PAGE>
statement of a material fact, or the alleged omission to state a material fact
necessary to make the statements made not misleading, in the Registration
Statement or prospectus of the Corporation, or any amendment or supplement
thereto, unless such statement or omission was made in reliance upon written
information furnished by the Distributor. The foregoing rights of
indemnification shall be in addition to any other rights to which any of the
foregoing indemnified parties may be entitled as a matter of law. Nothing
contained herein shall relieve the Distributor of any liability to the
Corporation or its shareholders to which the Distributor would otherwise be
subject by reason of willful misfeasance, bad faith, or gross negligence in the
performance of its duties or reckless disregard of its obligations and duties
under this Agreement.
IX. INDEMNIFICATION BY THE DISTRIBUTOR
The Distributor agrees to indemnify, defend and hold the Corporation,
each person who has been, is, or may hereafter be an officer, director, employee
or agent of the Distributor, and any person who controls the Corporation within
the meaning of Section 15 of the 1933 Act, free and harmless against any loss,
damage or expense reasonably incurred by any of them in connection with any
claim or in connection with any action, suit, or proceeding to which any of them
may be a party, which arises out of or is alleged to arise out of or is based
upon a violation of any of its covenants herein contained, or any alleged untrue
statement of a material fact, or the alleged omission to state a material fact
necessary to make the statements made not misleading, on the part of the
Distributor or any agent or employee of the Distributor or any other person for
whose acts the Distributor is responsible or is alleged to be responsible (such
as any selected dealer or person through whom sales are made pursuant to an
agreement with the Distributor), whether made orally or in writing, unless such
statement or omission was made in reliance upon written information furnished by
the Corporation. The foregoing rights of indemnification shall be in addition to
any other rights to which any of the foregoing indemnified parties may be
entitled as a matter of law.
X. REPURCHASE OF SHARES
The Corporation appoints and designates the Distributor as agent of the
Corporation, and the Distributor accepts such appointment as such agent, to
repurchase shares of the Corporation in accordance with the provisions of the
articles and bylaws of the Corporation.
In connection with such redemptions or repurchases, the Corporation
authorizes and designates the Distributor to take any action, to make any
adjustments in net asset value, and to make any arrangements for the payment of
the redemption or repurchase price authorized or permitted to be taken or made
in accordance with the 1940 Act and as set forth in the Registration Statement.
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<PAGE>
The authority of the Distributor under this section may, with the
consent of the Corporation, be redelegated in whole or in part to another person
or firm.
The authority granted in this section may be suspended by the
Corporation at any time, or from time to time, until further notice to the
Distributor. After any such suspension the authority granted to the Distributor
by this section will be reinstated only by a written instrument executed by an
officer of the Corporation.
XI. DISTRIBUTOR IS INDEPENDENT CONTRACTOR
The Distributor is an independent contractor and shall be the agent for
the Corporation only with respect to the sale and redemption of Shares. The
Distributor is responsible for its own conduct, for the employment, control and
conduct of its agent and employees and for injury to such agents or employees or
to others through its agents or employees. The Distributor assumes full
responsibility for its agents and employees under applicable laws and agrees to
pay all employer taxes relating thereto.
XII. NON-EXCLUSIVITY
The services of the Distributor to the Corporation under this Agreement
are not to be deemed exclusive, and the Distributor shall be free to render
similar services to others (including other investment companies) so long as its
services to the Corporation are not impaired thereby. It is understood and
agreed that officers and directors of the Distributor may serve as officers or
directors of the Corporation, and that officers or directors of the Corporation
may serve as officers or directors of the Distributor to the extent permitted by
law. The officers and directors of the Distributor are not prohibited from
engaging in any other business activity or from rendering services to any other
person, or from serving as partners, officers, directors or trustees of any
other firm, corporation or trust, including other investment companies.
XIII. TERM
This Agreement shall become effective as of the later of: (i) the date
on which a Registration Statement becomes effective under the 1933 Act; and (ii)
the date on which this Agreement is executed, provided this Agreement is
approved by the vote of a majority of the Board and by the vote of a majority of
those members of the Board who are not parties to this Agreement or interested
persons of any such party, and who have no direct or indirect interest in the
operation of any 12b-1 Plan or this Agreement, cast in person at a meeting
called for the purpose of voting on such renewal.
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<PAGE>
Unless terminated as herein provided, this Agreement shall remain in
full force and effect for one year from the date of execution of this Agreement
and shall continue in effect from year to year thereafter, only so long as such
continuance is approved at least annually:
A. by the vote of a majority of those Directors of the Corporation
who are not parties to this Agreement or interested persons of
any such party, and who have no direct or indirect interest in
the operation of any 12b-1 Plan or this Agreement, cast in
person at a meeting called for the purpose of voting on such
renewal; and
B. by either the Board of the Corporation or the vote of a majority of the
outstanding voting securities of the Corporation.
XIV. TERMINATION
This Agreement may be terminated as to any class of any Fund at any
time, without the payment of any penalty, by the vote of a majority of the
Directors of the Corporation who are not interested persons of the Corporation
and who have no direct or indirect financial interest in the operation of any
12b-1 Plan or this Agreement, or by the vote of a majority of the outstanding
voting securities of the class of the Fund, on sixty (60) days' written notice
to the Distributor, or by the Distributor at any time without the payment of any
penalty, on sixty (60) days' written notice to the Corporation.
XV. ASSIGNMENT
This Distribution Agreement may not be assigned by the Distributor and
will automatically and immediately terminate in the event of its assignment.
XVI. AMENDMENTS
This Agreement may be amended at any time or from time to time by an
instrument in writing, signed by a duly authorized officer of the Corporation
and by the Distributor, but no amendment to this Agreement shall be effective
until such amendment is approved:
A. by the vote of a majority of those Directors of the Corporation
who are not parties to this Agreement or interested persons of
any such party and who have no direct or indirect financial
interest in the operation of any 12b-1 Plan or this Agreement,
cast in person at a meeting called for the purpose of voting on
such approval; and
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<PAGE>
B. by the vote of a majority of the Board of Directors of the Corporation;
provided, however, that amendments relating to any 12b-1 Plan shall not require
the consent of the Distributor.
XVII. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Maryland,
without regard to conflicts of law principles; provided, however, that nothing
herein shall be construed as being inconsistent with the 1940 Act.
XVIII. DEFINITIONS
As used in this Agreement, the terms "majority of outstanding voting
securities," "interested persons," and "assignment" shall have the same meaning
as those terms have in the 1940 Act.
XIX. NOTICE
Any notice, advice or report to be given pursuant to this Agreement
shall be deemed sufficient if delivered by hand, transmitted by electronic
facsimile, or mailed by registered, certified or overnight United States mail,
postage prepaid, or sent by overnight delivery with a recognized courier,
addressed by the party giving notice to the other party at the last address
furnished by the other party:
To the Distributor at: Transamerica Securities Sales Corporation
1150 South Olive Street
Los Angeles, CA 90015
Attn: Chris Shaw
To the Corporation at: Transamerica Investors, Inc.
1150 South Olive Street
Los Angeles, CA 90015
Attn: Corporate Secretary
Each such notice, advice or report shall be effective upon receipt or
three days after mailing, whichever is first.
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<PAGE>
XX. SEVERABILITY
If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.
XXI. ENTIRE AGREEMENT
This Agreement embodies the entire agreement and understanding between
the parties hereto, and supersedes all prior agreements and understandings
relating to this Agreement's subject matter. This Agreement may be executed in
any number of counterparts, each of which shall be deemed to be an original, but
such counterparts shall, together, constitute only one instrument.
XXII. 1940 ACT
Where the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is altered by a rule, regulation or order of the
Commission, whether of special or general application, such provision shall be
deemed to incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first written
above.
TRANSAMERICA INVESTORS, INC.
Attest: _________________________ By:
Title:
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<PAGE>
TRANSAMERICA SECURITIES SALES
CORPORATION
Attest: __________________________ By: _______________________________
Title:
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<PAGE>
<PAGE>
Exhibit 11
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Other Information"
in Post-Effective Amendment No. 10 under the Securities Act of 1933 and Post-
Effective Amendment No. 12 under the Investment Company Act of 1940 to the
Registration Statement (Form N-1A No. 333-90888) and related Prospectus
and Statement of Additional Information of Transamerica Investors, Inc., and to
the incorporation by reference therein of our report dated January 30, 1998,
with respoct to the financial statements and financial highlights of
Transamerica Investors, Inc. included in its Annual Report for the year ended
December 31, 1997 filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Los Angeles, California
April 9, 1998
<PAGE>
Exhibit 15(iv)
INVESTOR SHARES
TRANSAMERICA PREMIER VALUE FUND
a series of
TRANSAMERICA INVESTORS, INC.
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, Transamerica Investors, Inc. (the "Corporation") is registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), as an
open-end management investment company, and offers for sale to the public shares
of beneficial interest; and
WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Investor Shares of Transamerica Premier Value Fund (the "Fund"), a series of
shares of the Corporation; and
WHEREAS, the Corporation has entered into a Distribution Agreement
("Distribution Agreement") with Transamerica Securities Sales Corporation
("TSSC"), pursuant to which TSSC has agreed to serve as Distributor for the
various series and classes of shares of the Corporation during the continuous
offering of its shares;
NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Investor Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.
I. COMPENSATION
A. The Fund is authorized to pay to TSSC, as compensation for TSSC's
services as Distributor of the Investor Shares of the Fund, a distribution fee
at the rate of 0.25% on an annualized basis of the average daily net assets of
the Fund's Investor Shares. Such fee shall be calculated and accrued daily and
paid monthly or at such other intervals as the Corporation and the Distributor
agree.
B. The Fund may pay a distribution fee to TSSC at a rate that is lower
than the rate specified in Section I.A. of this 12b-1 Plan, as agreed upon by
the Corporation and TSSC and as approved in the manner specified in Section
IV.B. of this 12b-1 Plan.
<PAGE>
The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Investor
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Investor Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.
The fee set forth in Section I.A. of this 12b-1 Plan will be paid by
the Fund to TSSC unless and until either the 12b-1 Plan or the Distribution
Agreement is terminated or not renewed with respect to the Investor Shares. If
either the 12b-1 Plan or the Distribution Agreement is terminated or not renewed
with respect to the Investor Shares, any distribution expenses incurred by TSSC
on behalf of the Investor Shares of the Fund in excess of the payments of the
fees specified in Section I.A. hereof and the Distribution Agreement which TSSC
has received or accrued through the termination date are the sole responsibility
and liability of TSSC, and are not obligations of the Corporation.
II. EXPENDITURES OF THE DISTRIBUTOR
As Distributor of the Investor Shares of the Fund, TSSC may spend such
amounts as it deems appropriate on any activities or expenses primarily intended
to result in the sale of the Investor Shares of the Fund, including, but not
limited to: (a) compensation to employees of TSSC; (b) compensation to and
expenses, including overhead and telephone expenses, of TSSC and other selected
broker-dealers who engage in or support the distribution of shares; (c) the
costs of printing and distributing prospectuses, statements of additional
information and annual and interim reports of the Corporation for other than
existing shareholders; (d) the costs of preparing, printing and distributing
sales literature and advertising materials; (e) expenses relating to the
formulation and implementation of marketing strategies and promotional
activities such as direct mail promotions and television, radio, newspaper,
magazine and other mass media advertising; and (f) the costs of building and
maintaining a database of prospective shareholders and of obtaining such
information, analyses and reports with respect to marketing and promotional
activities and investor accounts as the Corporation may, from time to time,
deemed advisable.
III. REPORTS
TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts expended by TSSC with respect to the Investor Shares of the Fund under
this 12b-1 Plan and the Distribution Agreement and the purposes for which such
expenditures were made. TSSC shall submit
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<PAGE>
only information regarding amounts expended for "Distribution Activities," as
defined in this Section III, to the Board in support of the distribution fee
payable hereunder.
For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or other entity of personal services and/or the maintenance of
shareholder accounts within the meaning of the definition of "service fee" for
purposes of Section 26(b) of the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. Overhead and other expenses of TSSC
related to its Distribution Activities, including telephone and other
communications expenses, may be included in the information regarding amounts
expended for "Distribution Activities."
IV. TERM
This 12b-1 Plan shall not become effective unless it first has been
approved:
A.by a vote of at least a majority of the outstanding voting securities of the
Investor Shares of the Fund (which may consist of the initial sole
shareholder);
and
B.by votes of a majority of both: (a) the Board; and (b) those Directors of the
Corporation who are not "interested persons" of the Corporation and have no
direct or indirect financial interest in the operation of this 12b-1 Plan or any
agreements related thereto (the "Independent Directors"), cast in person at a
meeting called for the purpose of voting on such approval; and until the
Directors who approve the 12b-1 Plan's taking effect with respect to the
Investor Shares of the Fund have reached the conclusion required by Rule
12b-1(e) under the 1940 Act.
If approved as set forth above, this Plan shall continue thereafter in
full force and effect with respect to the Investor Shares of the Fund for so
long as such continuance is specifically approved at least annually in the
manner provided for approval of this 12b-1 Plan in this Section IV.B.
V. TERMINATION
This 12b-1 Plan may be terminated at any time without penalty by vote
of a majority of the Independent Directors or by vote of a majority of the
outstanding voting securities of the Investor Shares of the Fund.
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<PAGE>
VI. AMENDMENTS
This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Investor Shares
of the Fund, and may not be amended in any other material respect unless
approved in the manner provided for approval and annual renewal in Section IV.B.
hereof.
VII. INDEPENDENT DIRECTORS
While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.
VIII. DEFINITIONS
As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.
IX. RECORDS
The Corporation shall preserve copies of this 12b-1 Plan (including any
amendments thereto) and any related agreements and all reports made pursuant to
Section III hereof for a period of not less than six (6) years from the date of
this 12b-1 Plan, the first two years in an easily accessible place.
X. SEVERABILITY
If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.
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<PAGE>
IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.
Date:_________________
TRANSAMERICA INVESTORS, INC.
By:
Title:
Attest:
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<PAGE>
Exhibit (15)(c)
CLASS A SHARES
TRANSAMERICA PREMIER AGGRESSIVE GROWTH FUND
a series of
TRANSAMERICA INVESTORS, INC.
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, Transamerica Investors, Inc. (the "Corporation") is registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), as an
open-end management investment company, and offers for sale to the public shares
of beneficial interest; and
WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Class A Shares of Transamerica Premier Aggressive Growth Fund (the "Fund"), a
series of shares of the Corporation; and
WHEREAS, the Corporation has entered into a Distribution Agreement
("Distribution Agreement") with Transamerica Securities Sales Corporation
("TSSC"), pursuant to which TSSC has agreed to serve as Distributor for the
various series and classes of shares of the Corporation during the continuous
offering of its shares;
NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class A Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.
I. COMPENSATION
A. The Fund is authorized to pay to TSSC a distribution fee at the rate
of 0.35% on an annualized basis of the average daily net assets of the Fund's
Class A Shares. Such fee shall be calculated and accrued daily and paid monthly
or at such other intervals as the Corporation and the Distributor agree.
B. The Fund may pay a distribution fee to TSSC at a rate that is lower
than the rate specified in Section I.A. of this 12b-1 Plan, as agreed upon by
the Corporation and TSSC and as approved in the manner specified in Section
IV.B. of this 12b-1 Plan.
<PAGE>
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<PAGE>
The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class A
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class A Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.
The fee set forth in Section I.A. of this 12b-1 Plan will be paid by
the Fund to TSSC unless and until either the 12b-1 Plan or the Distribution
Agreement is terminated or not renewed with respect to the Class A Shares. If
either the 12b-1 Plan or the Distribution Agreement is terminated or not renewed
with respect to the Class A Shares, any distribution expenses incurred by TSSC
on behalf of the Class A Shares of the Fund in excess of the payments of the
fees specified in Section I.A. hereof and the Distribution Agreement which TSSC
has received or accrued through the termination date are the sole responsibility
and liability of TSSC, and are not obligations of the Corporation.
II. EXPENDITURES OF THE DISTRIBUTOR
As Distributor of the Class A Shares of the Fund, TSSC may spend such
amounts as it deems appropriate on any activities or expenses primarily intended
to result in the sale of the Class A Shares of the Fund, including, but not
limited to: (a) compensation to employees of TSSC; (b) compensation to and
expenses, including overhead and telephone expenses, of TSSC and other selected
broker-dealers who engage in or support the distribution of shares; (c) the
costs of printing and distributing prospectuses, statements of additional
information and annual and interim reports of the Corporation for other than
existing shareholders; (d) the costs of preparing, printing and distributing
sales literature and advertising materials; (e) expenses relating to the
formulation and implementation of marketing strategies and promotional
activities such as direct mail promotions and television, radio, newspaper,
magazine and other mass media advertising; and (f) the costs of building and
maintaining a database of prospective shareholders and of obtaining such
information, analyses and reports with respect to marketing and promotional
activities and investor accounts as the Corporation may, from time to time,
deemed advisable.
III. REPORTS
TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts
- 3 -
<PAGE>
expended by TSSC with respect to the Class A Shares of the Fund under this 12b-1
Plan and the Distribution Agreement and the purposes for which such expenditures
were made. TSSC shall submit only information regarding amounts expended for
"Distribution Activities," as defined in this Section III, to the Board in
support of the distribution fee payable hereunder.
For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or other entity of personal services and/or the maintenance of
shareholder accounts within the meaning of the definition of "service fee" for
purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."
IV. TERM
This 12b-1 Plan shall not become effective unless it first has been
approved:
A. by a vote of at least a majority of the outstanding voting securities of
the Class A Shares of the Fund (which may consist of the initial sole
shareholder); and
B. by votes of a majority of both: (a) the Board; and (b) those Directors of
the Corporation who are not "interested persons" of the Corporation and
have no direct or indirect financial interest in the operation of this 12b-1
Plan or any agreements related thereto (the "Independent Directors"),
cast in person at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's taking
effect with respect to the Class A Shares of the Fund have reached the
conclusion required by Rule 12b-1(e) under the 1940 Act.
If approved as set forth above, this Plan shall continue thereafter in
full force and effect with respect to the Class A Shares of the Fund for so long
as such continuance is specifically approved at least annually in the manner
provided for approval of this 12b-1 Plan in this Section IV.B.
V. TERMINATION
- 4 -
<PAGE>
This 12b-1 Plan may be terminated at any time without penalty by vote
of a majority of the Independent Directors or by vote of a majority of the
outstanding voting securities of the Class A Shares of the Fund.
VI. AMENDMENTS
This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class A Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.
VII. INDEPENDENT DIRECTORS
While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.
VIII. DEFINITIONS
As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.
IX. RECORDS
The Corporation shall preserve copies of this 12b-1 Plan (including any
amendments thereto) and any related agreements and all reports made pursuant to
Section III hereof for a period of not less than six (6) years from the date of
this 12b-1 Plan, the first two years in an easily accessible place.
X. SEVERABILITY
If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.
- 5 -
<PAGE>
- 6 -
<PAGE>
IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.
Date:_________________
TRANSAMERICA INVESTORS, INC.
By:
Title:
Attest:
- 7 -
<PAGE>
CLASS A SHARES
TRANSAMERICA PREMIER BALANCED FUND
a series of
TRANSAMERICA INVESTORS, INC.
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
August 4, 1995
WHEREAS, Transamerica Investors, Inc. (the "Corporation") is registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), as an
open-end management investment company, and offers for sale to the public shares
of beneficial interest; and
WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Class A Shares of Transamerica Premier Balanced Fund (the "Fund"), a series of
shares of the Corporation; and
WHEREAS, the Corporation has entered into a Distribution Agreement
("Distribution Agreement") with Transamerica Securities Sales Corporation
("TSSC"), pursuant to which TSSC has agreed to serve as Distributor for the
various series and classes of shares of the Corporation during the continuous
offering of its shares;
NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class A Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.
I. COMPENSATION
A. The Fund is authorized to pay to TSSC a distribution fee at the rate
of 0.35% on an annualized basis of the average daily net assets of the Fund's
Class A Shares. Such fee shall be calculated and accrued daily and paid monthly
or at such other intervals as the Corporation and the Distributor agree.
B. The Fund may pay a distribution fee to TSSC at a rate that is lower
than the rate specified in Section I.A. of this 12b-1 Plan, as agreed upon by
the
<PAGE>
Corporation and TSSC and as approved in the manner specified in Section IV.B. of
this 12b-1 Plan.
- 9 -
<PAGE>
The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class A
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class A Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.
The fee set forth in Section I.A. of this 12b-1 Plan will be paid by
the Fund to TSSC unless and until either the 12b-1 Plan or the Distribution
Agreement is terminated or not renewed with respect to the Class A Shares. If
either the 12b-1 Plan or the Distribution Agreement is terminated or not renewed
with respect to the Class A Shares, any distribution expenses incurred by TSSC
on behalf of the Class A Shares of the Fund in excess of the payments of the
fees specified in Section I.A. hereof and the Distribution Agreement which TSSC
has received or accrued through the termination date are the sole responsibility
and liability of TSSC, and are not obligations of the Corporation.
II. EXPENDITURES OF THE DISTRIBUTOR
As Distributor of the Class A Shares of the Fund, TSSC may spend such
amounts as it deems appropriate on any activities or expenses primarily intended
to result in the sale of the Class A Shares of the Fund, including, but not
limited to: (a) compensation to employees of TSSC; (b) compensation to and
expenses, including overhead and telephone expenses, of TSSC and other selected
broker-dealers who engage in or support the distribution of shares; (c) the
costs of printing and distributing prospectuses, statements of additional
information and annual and interim reports of the Corporation for other than
existing shareholders; (d) the costs of preparing, printing and distributing
sales literature and advertising materials; (e) expenses relating to the
formulation and implementation of marketing strategies and promotional
activities such as direct mail promotions and television, radio, newspaper,
magazine and other mass media advertising; and (f) the costs of building and
maintaining a database of prospective shareholders and of obtaining such
information, analyses and reports with respect to marketing and promotional
activities and investor accounts as the Corporation may, from time to time,
deemed advisable.
III. REPORTS
TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts
- 10 -
<PAGE>
expended by TSSC with respect to the Class A Shares of the Fund under this 12b-1
Plan and the Distribution Agreement and the purposes for which such expenditures
were made. TSSC shall submit only information regarding amounts expended for
"Distribution Activities," as defined in this Section III, to the Board in
support of the distribution fee payable hereunder.
For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or other entity of personal services and/or the maintenance of
shareholder accounts within the meaning of the definition of "service fee" for
purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."
IV. TERM
This 12b-1 Plan shall not become effective unless it first has been
approved:
A. by a vote of at least a majority of the outstanding voting securities of
the Class A Shares of the Fund (which may consist of the initial sole
shareholder); and
B. by votes of a majority of both: (a) the Board; and (b) those Directors of
the Corporation who are not "interested persons" of the Corporation and
have no direct or indirect financial interest in the operation of this 12b-1
Plan or any agreements related thereto (the "Independent Directors"),
cast in person at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's taking
effect with respect to the Class A Shares of the Fund have reached the
conclusion required by Rule 12b-1(e) under the 1940 Act.
If approved as set forth above, this Plan shall continue thereafter in
full force and effect with respect to the Class A Shares of the Fund for so long
as such continuance is specifically approved at least annually in the manner
provided for approval of this 12b-1 Plan in this Section IV.B.
V. TERMINATION
- 11 -
<PAGE>
This 12b-1 Plan may be terminated at any time without penalty by vote
of a majority of the Independent Directors or by vote of a majority of the
outstanding voting securities of the Class A Shares of the Fund.
VI. AMENDMENTS
This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class A Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.
VII. INDEPENDENT DIRECTORS
While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.
VIII. DEFINITIONS
As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.
IX. RECORDS
The Corporation shall preserve copies of this 12b-1 Plan (including any
amendments thereto) and any related agreements and all reports made pursuant to
Section III hereof for a period of not less than six (6) years from the date of
this 12b-1 Plan, the first two years in an easily accessible place.
X. SEVERABILITY
If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.
- 12 -
<PAGE>
- 13 -
<PAGE>
IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.
Date:_________________
TRANSAMERICA INVESTORS, INC.
By:
Title:
Attest:
- 14 -
<PAGE>
CLASS A SHARES
TRANSAMERICA PREMIER BOND FUND
a series of
TRANSAMERICA INVESTORS, INC.
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
August 4, 1995
WHEREAS, Transamerica Investors, Inc. (the "Corporation") is registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), as an
open-end management investment company, and offers for sale to the public shares
of beneficial interest; and
WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Class A Shares of Transamerica Premier Bond Fund (the "Fund"), a series of
shares of the Corporation; and
WHEREAS, the Corporation has entered into a Distribution Agreement
("Distribution Agreement") with Transamerica Securities Sales Corporation
("TSSC"), pursuant to which TSSC has agreed to serve as Distributor for the
various series and classes of shares of the Corporation during the continuous
offering of its shares;
NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class A Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.
I. COMPENSATION
A. The Fund is authorized to pay to TSSC a distribution fee at the rate
of 0.35% on an annualized basis of the average daily net assets of the Fund's
Class A Shares. Such fee shall be calculated and accrued daily and paid monthly
or at such other intervals as the Corporation and the Distributor agree.
B. The Fund may pay a distribution fee to TSSC at a rate that is lower
than the rate specified in Section I.A. of this 12b-1 Plan, as agreed upon by
the
<PAGE>
Corporation and TSSC and as approved in the manner specified in Section IV.B. of
this 12b-1 Plan.
- 16 -
<PAGE>
The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class A
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class A Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.
The fee set forth in Section I.A. of this 12b-1 Plan will be paid by
the Fund to TSSC unless and until either the 12b-1 Plan or the Distribution
Agreement is terminated or not renewed with respect to the Class A Shares. If
either the 12b-1 Plan or the Distribution Agreement is terminated or not renewed
with respect to the Class A Shares, any distribution expenses incurred by TSSC
on behalf of the Class A Shares of the Fund in excess of the payments of the
fees specified in Section I.A. hereof and the Distribution Agreement which TSSC
has received or accrued through the termination date are the sole responsibility
and liability of TSSC, and are not obligations of the Corporation.
II. EXPENDITURES OF THE DISTRIBUTOR
As Distributor of the Class A Shares of the Fund, TSSC may spend such
amounts as it deems appropriate on any activities or expenses primarily intended
to result in the sale of the Class A Shares of the Fund, including, but not
limited to: (a) compensation to employees of TSSC; (b) compensation to and
expenses, including overhead and telephone expenses, of TSSC and other selected
broker-dealers who engage in or support the distribution of shares; (c) the
costs of printing and distributing prospectuses, statements of additional
information and annual and interim reports of the Corporation for other than
existing shareholders; (d) the costs of preparing, printing and distributing
sales literature and advertising materials; (e) expenses relating to the
formulation and implementation of marketing strategies and promotional
activities such as direct mail promotions and television, radio, newspaper,
magazine and other mass media advertising; and (f) the costs of building and
maintaining a database of prospective shareholders and of obtaining such
information, analyses and reports with respect to marketing and promotional
activities and investor accounts as the Corporation may, from time to time,
deemed advisable.
III. REPORTS
TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts
- 17 -
<PAGE>
expended by TSSC with respect to the Class A Shares of the Fund under this 12b-1
Plan and the Distribution Agreement and the purposes for which such expenditures
were made. TSSC shall submit only information regarding amounts expended for
"Distribution Activities," as defined in this Section III, to the Board in
support of the distribution fee payable hereunder.
For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or other entity of personal services and/or the maintenance of
shareholder accounts within the meaning of the definition of "service fee" for
purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."
IV. TERM
This 12b-1 Plan shall not become effective unless it first has been
approved:
A. by a vote of at least a majority of the outstanding voting securities of
the Class A Shares of the Fund (which may consist of the initial sole
shareholder); and
B. by votes of a majority of both: (a) the Board; and (b) those Directors of
the Corporation who are not "interested persons" of the Corporation and
have no direct or indirect financial interest in the operation of this 12b-1
Plan or any agreements related thereto (the "Independent Directors"),
cast in person at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's taking
effect with respect to the Class A Shares of the Fund have reached the
conclusion required by Rule 12b-1(e) under the 1940 Act.
If approved as set forth above, this Plan shall continue thereafter in
full force and effect with respect to the Class A Shares of the Fund for so long
as such continuance is specifically approved at least annually in the manner
provided for approval of this 12b-1 Plan in this Section IV.B.
V. TERMINATION
- 18 -
<PAGE>
This 12b-1 Plan may be terminated at any time without penalty by vote
of a majority of the Independent Directors or by vote of a majority of the
outstanding voting securities of the Class A Shares of the Fund.
VI. AMENDMENTS
This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class A Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.
VII. INDEPENDENT DIRECTORS
While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.
VIII. DEFINITIONS
As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.
IX. RECORDS
The Corporation shall preserve copies of this 12b-1 Plan (including any
amendments thereto) and any related agreements and all reports made pursuant to
Section III hereof for a period of not less than six (6) years from the date of
this 12b-1 Plan, the first two years in an easily accessible place.
X. SEVERABILITY
If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.
- 19 -
<PAGE>
IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.
Date:_________________
TRANSAMERICA INVESTORS, INC.
By:
Title:
Attest:
- 20 -
<PAGE>
CLASS A SHARES
TRANSAMERICA PREMIER CASH RESERVE FUND
a series of
TRANSAMERICA INVESTORS, INC.
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
August 4, 1995
WHEREAS, Transamerica Investors, Inc. (the "Corporation") is registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), as an
open-end management investment company, and offers for sale to the public shares
of beneficial interest; and
WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Class A Shares of Transamerica Premier Cash Reserve Fund (the "Fund"), a series
of shares of the Corporation; and
WHEREAS, the Corporation has entered into a Distribution Agreement
("Distribution Agreement") with Transamerica Securities Sales Corporation
("TSSC"), pursuant to which TSSC has agreed to serve as Distributor for the
various series and classes of shares of the Corporation during the continuous
offering of its shares;
NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class A Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.
I. COMPENSATION
A. The Fund is authorized to pay to TSSC a distribution fee at the rate
of 0.35% on an annualized basis of the average daily net assets of the Fund's
Class A Shares. Such fee shall be calculated and accrued daily and paid monthly
or at such other intervals as the Corporation and the Distributor agree.
B. The Fund may pay a distribution fee to TSSC at a rate that is lower
than the rate specified in Section I.A. of this 12b-1 Plan, as agreed upon by
the
<PAGE>
Corporation and TSSC and as approved in the manner specified in Section IV.B. of
this 12b-1 Plan.
- 22 -
<PAGE>
The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class A
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class A Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.
The fee set forth in Section I.A. of this 12b-1 Plan will be paid by
the Fund to TSSC unless and until either the 12b-1 Plan or the Distribution
Agreement is terminated or not renewed with respect to the Class A Shares. If
either the 12b-1 Plan or the Distribution Agreement is terminated or not renewed
with respect to the Class A Shares, any distribution expenses incurred by TSSC
on behalf of the Class A Shares of the Fund in excess of the payments of the
fees specified in Section I.A. hereof and the Distribution Agreement which TSSC
has received or accrued through the termination date are the sole responsibility
and liability of TSSC, and are not obligations of the Corporation.
II. EXPENDITURES OF THE DISTRIBUTOR
As Distributor of the Class A Shares of the Fund, TSSC may spend such
amounts as it deems appropriate on any activities or expenses primarily intended
to result in the sale of the Class A Shares of the Fund, including, but not
limited to: (a) compensation to employees of TSSC; (b) compensation to and
expenses, including overhead and telephone expenses, of TSSC and other selected
broker-dealers who engage in or support the distribution of shares; (c) the
costs of printing and distributing prospectuses, statements of additional
information and annual and interim reports of the Corporation for other than
existing shareholders; (d) the costs of preparing, printing and distributing
sales literature and advertising materials; (e) expenses relating to the
formulation and implementation of marketing strategies and promotional
activities such as direct mail promotions and television, radio, newspaper,
magazine and other mass media advertising; and (f) the costs of building and
maintaining a database of prospective shareholders and of obtaining such
information, analyses and reports with respect to marketing and promotional
activities and investor accounts as the Corporation may, from time to time,
deemed advisable.
III. REPORTS
TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts
- 23 -
<PAGE>
expended by TSSC with respect to the Class A Shares of the Fund under this 12b-1
Plan and the Distribution Agreement and the purposes for which such expenditures
were made. TSSC shall submit only information regarding amounts expended for
"Distribution Activities," as defined in this Section III, to the Board in
support of the distribution fee payable hereunder.
For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or other entity of personal services and/or the maintenance of
shareholder accounts within the meaning of the definition of "service fee" for
purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."
IV. TERM
This 12b-1 Plan shall not become effective unless it first has been
approved:
A. by a vote of at least a majority of the outstanding voting securities of
the Class A Shares of the Fund (which may consist of the initial sole
shareholder); and
B. by votes of a majority of both: (a) the Board; and (b) those Directors of
the Corporation who are not "interested persons" of the Corporation and
have no direct or indirect financial interest in the operation of this 12b-1
Plan or any agreements related thereto (the "Independent Directors"),
cast in person at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's taking
effect with respect to the Class A Shares of the Fund have reached the
conclusion required by Rule 12b-1(e) under the 1940 Act.
If approved as set forth above, this Plan shall continue thereafter in
full force and effect with respect to the Class A Shares of the Fund for so long
as such continuance is specifically approved at least annually in the manner
provided for approval of this 12b-1 Plan in this Section IV.B.
V. TERMINATION
- 24 -
<PAGE>
This 12b-1 Plan may be terminated at any time without penalty by vote
of a majority of the Independent Directors or by vote of a majority of the
outstanding voting securities of the Class A Shares of the Fund.
VI. AMENDMENTS
This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class A Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.
VII. INDEPENDENT DIRECTORS
While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.
VIII. DEFINITIONS
As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.
IX. RECORDS
The Corporation shall preserve copies of this 12b-1 Plan (including any
amendments thereto) and any related agreements and all reports made pursuant to
Section III hereof for a period of not less than six (6) years from the date of
this 12b-1 Plan, the first two years in an easily accessible place.
X. SEVERABILITY
If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.
- 25 -
<PAGE>
- 26 -
<PAGE>
IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.
Date:_________________
TRANSAMERICA INVESTORS, INC.
By:
Title:
Attest:
- 27 -
<PAGE>
CLASS A SHARES
TRANSAMERICA PREMIER EQUITY FUND
a series of
TRANSAMERICA INVESTORS, INC.
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
August 4, 1995
WHEREAS, Transamerica Investors, Inc. (the "Corporation") is registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), as an
open-end management investment company, and offers for sale to the public shares
of beneficial interest; and
WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Class A Shares of Transamerica Premier Equity Fund (the "Fund"), a series of
shares of the Corporation; and
WHEREAS, the Corporation has entered into a Distribution Agreement
("Distribution Agreement") with Transamerica Securities Sales Corporation
("TSSC"), pursuant to which TSSC has agreed to serve as Distributor for the
various series and classes of shares of the Corporation during the continuous
offering of its shares;
NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class A Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.
I. COMPENSATION
A. The Fund is authorized to pay to TSSC a distribution fee at the rate
of 0.35% on an annualized basis of the average daily net assets of the Fund's
Class A Shares. Such fee shall be calculated and accrued daily and paid monthly
or at such other intervals as the Corporation and the Distributor agree.
B. The Fund may pay a distribution fee to TSSC at a rate that is lower
than the rate specified in Section I.A. of this 12b-1 Plan, as agreed upon by
the
<PAGE>
Corporation and TSSC and as approved in the manner specified in Section IV.B. of
this 12b-1 Plan.
- 29 -
<PAGE>
The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class A
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class A Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.
The fee set forth in Section I.A. of this 12b-1 Plan will be paid by
the Fund to TSSC unless and until either the 12b-1 Plan or the Distribution
Agreement is terminated or not renewed with respect to the Class A Shares. If
either the 12b-1 Plan or the Distribution Agreement is terminated or not renewed
with respect to the Class A Shares, any distribution expenses incurred by TSSC
on behalf of the Class A Shares of the Fund in excess of the payments of the
fees specified in Section I.A. hereof and the Distribution Agreement which TSSC
has received or accrued through the termination date are the sole responsibility
and liability of TSSC, and are not obligations of the Corporation.
II. EXPENDITURES OF THE DISTRIBUTOR
As Distributor of the Class A Shares of the Fund, TSSC may spend such
amounts as it deems appropriate on any activities or expenses primarily intended
to result in the sale of the Class A Shares of the Fund, including, but not
limited to: (a) compensation to employees of TSSC; (b) compensation to and
expenses, including overhead and telephone expenses, of TSSC and other selected
broker-dealers who engage in or support the distribution of shares; (c) the
costs of printing and distributing prospectuses, statements of additional
information and annual and interim reports of the Corporation for other than
existing shareholders; (d) the costs of preparing, printing and distributing
sales literature and advertising materials; (e) expenses relating to the
formulation and implementation of marketing strategies and promotional
activities such as direct mail promotions and television, radio, newspaper,
magazine and other mass media advertising; and (f) the costs of building and
maintaining a database of prospective shareholders and of obtaining such
information, analyses and reports with respect to marketing and promotional
activities and investor accounts as the Corporation may, from time to time,
deemed advisable.
III. REPORTS
TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts
- 30 -
<PAGE>
expended by TSSC with respect to the Class A Shares of the Fund under this 12b-1
Plan and the Distribution Agreement and the purposes for which such expenditures
were made. TSSC shall submit only information regarding amounts expended for
"Distribution Activities," as defined in this Section III, to the Board in
support of the distribution fee payable hereunder.
For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or other entity of personal services and/or the maintenance of
shareholder accounts within the meaning of the definition of "service fee" for
purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."
IV. TERM
This 12b-1 Plan shall not become effective unless it first has been
approved:
A. by a vote of at least a majority of the outstanding voting securities of
the Class A Shares of the Fund (which may consist of the initial sole
shareholder); and
B. by votes of a majority of both: (a) the Board; and (b) those Directors of
the Corporation who are not "interested persons" of the Corporation and
have no direct or indirect financial interest in the operation of this 12b-1
Plan or any agreements related thereto (the "Independent Directors"),
cast in person at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's taking
effect with respect to the Class A Shares of the Fund have reached the
conclusion required by Rule 12b-1(e) under the 1940 Act.
If approved as set forth above, this Plan shall continue thereafter in
full force and effect with respect to the Class A Shares of the Fund for so long
as such continuance is specifically approved at least annually in the manner
provided for approval of this 12b-1 Plan in this Section IV.B.
V. TERMINATION
- 31 -
<PAGE>
This 12b-1 Plan may be terminated at any time without penalty by vote
of a majority of the Independent Directors or by vote of a majority of the
outstanding voting securities of the Class A Shares of the Fund.
VI. AMENDMENTS
This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class A Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.
VII. INDEPENDENT DIRECTORS
While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.
VIII. DEFINITIONS
As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.
IX. RECORDS
The Corporation shall preserve copies of this 12b-1 Plan (including any
amendments thereto) and any related agreements and all reports made pursuant to
Section III hereof for a period of not less than six (6) years from the date of
this 12b-1 Plan, the first two years in an easily accessible place.
X. SEVERABILITY
If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.
- 32 -
<PAGE>
- 33 -
<PAGE>
IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.
Date:_________________
TRANSAMERICA INVESTORS, INC.
By:
Title:
Attest:
- 34 -
<PAGE>
CLASS A SHARES
TRANSAMERICA PREMIER HIGH-YIELD BOND FUND
a series of
TRANSAMERICA INVESTORS, INC.
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, Transamerica Investors, Inc. (the "Corporation") is registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), as an
open-end management investment company, and offers for sale to the public shares
of beneficial interest; and
WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Class A Shares of Transamerica Premier High-Yield Bond Fund (the "Fund"), a
series of shares of the Corporation; and
WHEREAS, the Corporation has entered into a Distribution Agreement
("Distribution Agreement") with Transamerica Securities Sales Corporation
("TSSC"), pursuant to which TSSC has agreed to serve as Distributor for the
various series and classes of shares of the Corporation during the continuous
offering of its shares;
NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class A Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.
I. COMPENSATION
A. The Fund is authorized to pay to TSSC a distribution fee at the rate
of 0.35% on an annualized basis of the average daily net assets of the Fund's
Class A Shares. Such fee shall be calculated and accrued daily and paid monthly
or at such other intervals as the Corporation and the Distributor agree.
B. The Fund may pay a distribution fee to TSSC at a rate that is lower
than the rate specified in Section I.A. of this 12b-1 Plan, as agreed upon by
the Corporation and TSSC and as approved in the manner specified in Section
IV.B. of this 12b-1 Plan.
<PAGE>
- 36 -
<PAGE>
The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class A
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class A Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.
The fee set forth in Section I.A. of this 12b-1 Plan will be paid by
the Fund to TSSC unless and until either the 12b-1 Plan or the Distribution
Agreement is terminated or not renewed with respect to the Class A Shares. If
either the 12b-1 Plan or the Distribution Agreement is terminated or not renewed
with respect to the Class A Shares, any distribution expenses incurred by TSSC
on behalf of the Class A Shares of the Fund in excess of the payments of the
fees specified in Section I.A. hereof and the Distribution Agreement which TSSC
has received or accrued through the termination date are the sole responsibility
and liability of TSSC, and are not obligations of the Corporation.
II. EXPENDITURES OF THE DISTRIBUTOR
As Distributor of the Class A Shares of the Fund, TSSC may spend such
amounts as it deems appropriate on any activities or expenses primarily intended
to result in the sale of the Class A Shares of the Fund, including, but not
limited to: (a) compensation to employees of TSSC; (b) compensation to and
expenses, including overhead and telephone expenses, of TSSC and other selected
broker-dealers who engage in or support the distribution of shares; (c) the
costs of printing and distributing prospectuses, statements of additional
information and annual and interim reports of the Corporation for other than
existing shareholders; (d) the costs of preparing, printing and distributing
sales literature and advertising materials; (e) expenses relating to the
formulation and implementation of marketing strategies and promotional
activities such as direct mail promotions and television, radio, newspaper,
magazine and other mass media advertising; and (f) the costs of building and
maintaining a database of prospective shareholders and of obtaining such
information, analyses and reports with respect to marketing and promotional
activities and investor accounts as the Corporation may, from time to time,
deemed advisable.
III. REPORTS
TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts
- 37 -
<PAGE>
expended by TSSC with respect to the Class A Shares of the Fund under this 12b-1
Plan and the Distribution Agreement and the purposes for which such expenditures
were made. TSSC shall submit only information regarding amounts expended for
"Distribution Activities," as defined in this Section III, to the Board in
support of the distribution fee payable hereunder.
For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or other entity of personal services and/or the maintenance of
shareholder accounts within the meaning of the definition of "service fee" for
purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."
IV. TERM
This 12b-1 Plan shall not become effective unless it first has been
approved:
A. by a vote of at least a majority of the outstanding voting securities of
the Class A Shares of the Fund (which may consist of the initial sole
shareholder); and
B. by votes of a majority of both: (a) the Board; and (b) those Directors of
the Corporation who are not "interested persons" of the Corporation and
have no direct or indirect financial interest in the operation of this 12b-1
Plan or any agreements related thereto (the "Independent Directors"),
cast in person at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's taking
effect with respect to the Class A Shares of the Fund have reached the
conclusion required by Rule 12b-1(e) under the 1940 Act.
If approved as set forth above, this Plan shall continue thereafter in
full force and effect with respect to the Class A Shares of the Fund for so long
as such continuance is specifically approved at least annually in the manner
provided for approval of this 12b-1 Plan in this Section IV.B.
V. TERMINATION
- 38 -
<PAGE>
This 12b-1 Plan may be terminated at any time without penalty by vote
of a majority of the Independent Directors or by vote of a majority of the
outstanding voting securities of the Class A Shares of the Fund.
VI. AMENDMENTS
This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class A Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.
VII. INDEPENDENT DIRECTORS
While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.
VIII. DEFINITIONS
As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.
IX. RECORDS
The Corporation shall preserve copies of this 12b-1 Plan (including any
amendments thereto) and any related agreements and all reports made pursuant to
Section III hereof for a period of not less than six (6) years from the date of
this 12b-1 Plan, the first two years in an easily accessible place.
X. SEVERABILITY
If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.
- 39 -
<PAGE>
- 40 -
<PAGE>
IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.
Date:_________________
TRANSAMERICA INVESTORS, INC.
By:
Title:
Attest:
- 41 -
<PAGE>
CLASS A SHARES
TRANSAMERICA PREMIER INDEX FUND
a series of
TRANSAMERICA INVESTORS, INC.
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
August 4, 1995
WHEREAS, Transamerica Investors, Inc. (the "Corporation") is
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), as an open-end management investment company, and offers for sale to the
public shares of beneficial interest; and
WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Class A Shares of Transamerica Premier Index Fund (the "Fund"), a series of
shares of the Corporation; and
WHEREAS, the Corporation has entered into a Distribution Agreement
("Distribution Agreement") with Transamerica Securities Sales Corporation
("TSSC"), pursuant to which TSSC has agreed to serve as Distributor for the
various series and classes of shares of the Corporation during the continuous
offering of its shares;
NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class A Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.
I. COMPENSATION
A. The Fund is authorized to pay to TSSC a distribution fee at the rate
of 0.35% on an annualized basis of the average daily net assets of the Fund's
Class A Shares. Such fee shall be calculated and accrued daily and paid monthly
or at such other intervals as the Corporation and the Distributor agree.
B. The Fund may pay a distribution fee to TSSC at a rate that is lower
than the rate specified in Section I.A. of this 12b-1 Plan, as agreed upon by
the
<PAGE>
Corporation and TSSC and as approved in the manner specified in Section IV.B. of
this 12b-1 Plan.
- 43 -
<PAGE>
The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class A
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class A Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.
The fee set forth in Section I.A. of this 12b-1 Plan will be paid by
the Fund to TSSC unless and until either the 12b-1 Plan or the Distribution
Agreement is terminated or not renewed with respect to the Class A Shares. If
either the 12b-1 Plan or the Distribution Agreement is terminated or not renewed
with respect to the Class A Shares, any distribution expenses incurred by TSSC
on behalf of the Class A Shares of the Fund in excess of the payments of the
fees specified in Section I.A. hereof and the Distribution Agreement which TSSC
has received or accrued through the termination date are the sole responsibility
and liability of TSSC, and are not obligations of the Corporation.
II. EXPENDITURES OF THE DISTRIBUTOR
As Distributor of the Class A Shares of the Fund, TSSC may spend such
amounts as it deems appropriate on any activities or expenses primarily intended
to result in the sale of the Class A Shares of the Fund, including, but not
limited to: (a) compensation to employees of TSSC; (b) compensation to and
expenses, including overhead and telephone expenses, of TSSC and other selected
broker-dealers who engage in or support the distribution of shares; (c) the
costs of printing and distributing prospectuses, statements of additional
information and annual and interim reports of the Corporation for other than
existing shareholders; (d) the costs of preparing, printing and distributing
sales literature and advertising materials; (e) expenses relating to the
formulation and implementation of marketing strategies and promotional
activities such as direct mail promotions and television, radio, newspaper,
magazine and other mass media advertising; and (f) the costs of building and
maintaining a database of prospective shareholders and of obtaining such
information, analyses and reports with respect to marketing and promotional
activities and investor accounts as the Corporation may, from time to time,
deemed advisable.
- 44 -
<PAGE>
III. REPORTS
TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts expended by TSSC with respect to the Class A Shares of the Fund under
this 12b-1 Plan and the Distribution Agreement and the purposes for which such
expenditures were made. TSSC shall submit only information regarding amounts
expended for "Distribution Activities," as defined in this Section III, to the
Board in support of the distribution fee payable hereunder.
For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or other entity of personal services and/or the maintenance of
shareholder accounts within the meaning of the definition of "service fee" for
purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."
IV. TERM
This 12b-1 Plan shall not become effective unless it first has been
approved:
A.by a vote of at least a majority of the outstanding voting securities of
the Class A Shares of the Fund (which may consist of the initial sole
shareholder); and
B.by votes of a majority of both: (a) the Board; and (b) those Directors of
the Corporation who are not "interested persons" of the Corporation and
have no direct or indirect financial interest in the operation of this 12b-1
Plan or any agreements related thereto (the "Independent Directors"),
cast in person at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's taking
effect with respect to the Class A Shares of the Fund have reached the
conclusion required by Rule 12b-1(e) under the 1940 Act.
If approved as set forth above, this Plan shall continue thereafter in
full force and effect with respect to the Class A Shares of the Fund for so long
as such continuance is specifically approved at least annually in the manner
provided for approval of this 12b-1 Plan in this Section IV.B.
- 45 -
<PAGE>
V. TERMINATION
This 12b-1 Plan may be terminated at any time without penalty by vote
of a majority of the Independent Directors or by vote of a majority of the
outstanding voting securities of the Class A Shares of the Fund.
- 46 -
<PAGE>
VI. AMENDMENTS
This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class A Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.
VII. INDEPENDENT DIRECTORS
While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.
VIII. DEFINITIONS
As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.
IX. RECORDS
The Corporation shall preserve copies of this 12b-1 Plan (including any
amendments thereto) and any related agreements and all reports made pursuant to
Section III hereof for a period of not less than six (6) years from the date of
this 12b-1 Plan, the first two years in an easily accessible place.
X. SEVERABILITY
If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.
- 47 -
<PAGE>
IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.
Date:_________________
TRANSAMERICA INVESTORS, INC.
By:
Title:
Attest:
- 48 -
<PAGE>
CLASS A SHARES
TRANSAMERICA PREMIER SMALL COMPANY FUND
a series of
TRANSAMERICA INVESTORS, INC.
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, Transamerica Investors, Inc. (the "Corporation") is registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), as an
open-end management investment company, and offers for sale to the public shares
of beneficial interest; and
WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Class A Shares of Transamerica Premier Small Company Fund (the "Fund"), a series
of shares of the Corporation; and
WHEREAS, the Corporation has entered into a Distribution Agreement
("Distribution Agreement") with Transamerica Securities Sales Corporation
("TSSC"), pursuant to which TSSC has agreed to serve as Distributor for the
various series and classes of shares of the Corporation during the continuous
offering of its shares;
NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class A Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.
I. COMPENSATION
A. The Fund is authorized to pay to TSSC a distribution fee at the rate
of 0.35% on an annualized basis of the average daily net assets of the Fund's
Class A Shares. Such fee shall be calculated and accrued daily and paid monthly
or at such other intervals as the Corporation and the Distributor agree.
B. The Fund may pay a distribution fee to TSSC at a rate that is lower
than the rate specified in Section I.A. of this 12b-1 Plan, as agreed upon by
the Corporation and TSSC and as approved in the manner specified in Section
IV.B. of this 12b-1 Plan.
<PAGE>
- 50 -
<PAGE>
The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class A
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class A Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.
The fee set forth in Section I.A. of this 12b-1 Plan will be paid by
the Fund to TSSC unless and until either the 12b-1 Plan or the Distribution
Agreement is terminated or not renewed with respect to the Class A Shares. If
either the 12b-1 Plan or the Distribution Agreement is terminated or not renewed
with respect to the Class A Shares, any distribution expenses incurred by TSSC
on behalf of the Class A Shares of the Fund in excess of the payments of the
fees specified in Section I.A. hereof and the Distribution Agreement which TSSC
has received or accrued through the termination date are the sole responsibility
and liability of TSSC, and are not obligations of the Corporation.
II. EXPENDITURES OF THE DISTRIBUTOR
As Distributor of the Class A Shares of the Fund, TSSC may spend such
amounts as it deems appropriate on any activities or expenses primarily intended
to result in the sale of the Class A Shares of the Fund, including, but not
limited to: (a) compensation to employees of TSSC; (b) compensation to and
expenses, including overhead and telephone expenses, of TSSC and other selected
broker-dealers who engage in or support the distribution of shares; (c) the
costs of printing and distributing prospectuses, statements of additional
information and annual and interim reports of the Corporation for other than
existing shareholders; (d) the costs of preparing, printing and distributing
sales literature and advertising materials; (e) expenses relating to the
formulation and implementation of marketing strategies and promotional
activities such as direct mail promotions and television, radio, newspaper,
magazine and other mass media advertising; and (f) the costs of building and
maintaining a database of prospective shareholders and of obtaining such
information, analyses and reports with respect to marketing and promotional
activities and investor accounts as the Corporation may, from time to time,
deemed advisable.
III. REPORTS
TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts
- 51 -
<PAGE>
expended by TSSC with respect to the Class A Shares of the Fund under this 12b-1
Plan and the Distribution Agreement and the purposes for which such expenditures
were made. TSSC shall submit only information regarding amounts expended for
"Distribution Activities," as defined in this Section III, to the Board in
support of the distribution fee payable hereunder.
For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or other entity of personal services and/or the maintenance of
shareholder accounts within the meaning of the definition of "service fee" for
purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."
IV. TERM
This 12b-1 Plan shall not become effective unless it first has been
approved:
A.by a vote of at least a majority of the outstanding voting securities of
the Class A Shares of the Fund (which may consist of the initial sole
shareholder); and
B.by votes of a majority of both: (a) the Board; and (b) those Directors of
the Corporation who are not "interested persons" of the Corporation and
have no direct or indirect financial interest in the operation of this 12b-1
Plan or any agreements related thereto (the "Independent Directors"),
cast in person at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's taking
effect with respect to the Class A Shares of the Fund have reached the
conclusion required by Rule 12b-1(e) under the 1940 Act.
If approved as set forth above, this Plan shall continue thereafter in
full force and effect with respect to the Class A Shares of the Fund for so long
as such continuance is specifically approved at least annually in the manner
provided for approval of this 12b-1 Plan in this Section IV.B.
V. TERMINATION
- 52 -
<PAGE>
This 12b-1 Plan may be terminated at any time without penalty by vote
of a majority of the Independent Directors or by vote of a majority of the
outstanding voting securities of the Class A Shares of the Fund.
VI. AMENDMENTS
This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class A Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.
VII. INDEPENDENT DIRECTORS
While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.
VIII. DEFINITIONS
As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.
IX. RECORDS
The Corporation shall preserve copies of this 12b-1 Plan (including any
amendments thereto) and any related agreements and all reports made pursuant to
Section III hereof for a period of not less than six (6) years from the date of
this 12b-1 Plan, the first two years in an easily accessible place.
X. SEVERABILITY
If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.
- 53 -
<PAGE>
- 54 -
<PAGE>
IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.
Date:_________________
TRANSAMERICA INVESTORS, INC.
By:
Title:
Attest:
- 55 -
<PAGE>
CLASS A SHARES
TRANSAMERICA PREMIER VALUE FUND
a series of
TRANSAMERICA INVESTORS, INC.
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, Transamerica Investors, Inc. (the "Corporation") is registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), as an
open-end management investment company, and offers for sale to the public shares
of beneficial interest; and
WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Class A Shares of Transamerica Premier Value Fund (the "Fund"), a series of
shares of the Corporation; and
WHEREAS, the Corporation has entered into a Distribution Agreement
("Distribution Agreement") with Transamerica Securities Sales Corporation
("TSSC"), pursuant to which TSSC has agreed to serve as Distributor for the
various series and classes of shares of the Corporation during the continuous
offering of its shares;
NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class A Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.
I. COMPENSATION
A. The Fund is authorized to pay to TSSC a distribution fee at the rate
of 0.35% on an annualized basis of the average daily net assets of the Fund's
Class A Shares. Such fee shall be calculated and accrued daily and paid monthly
or at such other intervals as the Corporation and the Distributor agree.
B. The Fund may pay a distribution fee to TSSC at a rate that is lower
than the rate specified in Section I.A. of this 12b-1 Plan, as agreed upon by
the Corporation and TSSC and as approved in the manner specified in Section
IV.B. of this 12b-1 Plan.
<PAGE>
- 57 -
<PAGE>
The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class A
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class A Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.
The fee set forth in Section I.A. of this 12b-1 Plan will be paid by
the Fund to TSSC unless and until either the 12b-1 Plan or the Distribution
Agreement is terminated or not renewed with respect to the Class A Shares. If
either the 12b-1 Plan or the Distribution Agreement is terminated or not renewed
with respect to the Class A Shares, any distribution expenses incurred by TSSC
on behalf of the Class A Shares of the Fund in excess of the payments of the
fees specified in Section I.A. hereof and the Distribution Agreement which TSSC
has received or accrued through the termination date are the sole responsibility
and liability of TSSC, and are not obligations of the Corporation.
II. EXPENDITURES OF THE DISTRIBUTOR
As Distributor of the Class A Shares of the Fund, TSSC may spend such
amounts as it deems appropriate on any activities or expenses primarily intended
to result in the sale of the Class A Shares of the Fund, including, but not
limited to: (a) compensation to employees of TSSC; (b) compensation to and
expenses, including overhead and telephone expenses, of TSSC and other selected
broker-dealers who engage in or support the distribution of shares; (c) the
costs of printing and distributing prospectuses, statements of additional
information and annual and interim reports of the Corporation for other than
existing shareholders; (d) the costs of preparing, printing and distributing
sales literature and advertising materials; (e) expenses relating to the
formulation and implementation of marketing strategies and promotional
activities such as direct mail promotions and television, radio, newspaper,
magazine and other mass media advertising; and (f) the costs of building and
maintaining a database of prospective shareholders and of obtaining such
information, analyses and reports with respect to marketing and promotional
activities and investor accounts as the Corporation may, from time to time,
deemed advisable.
III. REPORTS
TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts
- 58 -
<PAGE>
expended by TSSC with respect to the Class A Shares of the Fund under this 12b-1
Plan and the Distribution Agreement and the purposes for which such expenditures
were made. TSSC shall submit only information regarding amounts expended for
"Distribution Activities," as defined in this Section III, to the Board in
support of the distribution fee payable hereunder.
For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or other entity of personal services and/or the maintenance of
shareholder accounts within the meaning of the definition of "service fee" for
purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."
IV. TERM
This 12b-1 Plan shall not become effective unless it first has been
approved:
A.by a vote of at least a majority of the outstanding voting securities of
the Class A Shares of the Fund (which may consist of the initial sole
shareholder); and
B.by votes of a majority of both: (a) the Board; and (b) those Directors of
the Corporation who are not "interested persons" of the Corporation and
have no direct or indirect financial interest in the operation of this 12b-1
Plan or any agreements related thereto (the "Independent Directors"),
cast in person at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's taking
effect with respect to the Class A Shares of the Fund have reached the
conclusion required by Rule 12b-1(e) under the 1940 Act.
If approved as set forth above, this Plan shall continue thereafter in
full force and effect with respect to the Class A Shares of the Fund for so long
as such continuance is specifically approved at least annually in the manner
provided for approval of this 12b-1 Plan in this Section IV.B.
V. TERMINATION
- 59 -
<PAGE>
This 12b-1 Plan may be terminated at any time without penalty by vote
of a majority of the Independent Directors or by vote of a majority of the
outstanding voting securities of the Class A Shares of the Fund.
VI. AMENDMENTS
This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class A Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.
VII. INDEPENDENT DIRECTORS
While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.
VIII. DEFINITIONS
As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.
IX. RECORDS
The Corporation shall preserve copies of this 12b-1 Plan (including any
amendments thereto) and any related agreements and all reports made pursuant to
Section III hereof for a period of not less than six (6) years from the date of
this 12b-1 Plan, the first two years in an easily accessible place.
X. SEVERABILITY
If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.
- 60 -
<PAGE>
- 61 -
<PAGE>
IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.
Date:_________________
TRANSAMERICA INVESTORS, INC.
By:
Title:
Attest:
- 62 -
<PAGE>
Exhibit (15)(d)
CLASS M SHARES
TRANSAMERICA PREMIER AGGRESSIVE GROWTH FUND
a series of
TRANSAMERICA INVESTORS, INC.
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, Transamerica Investors, Inc. (the "Corporation") is registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), as an
open-end management investment company, and offers for sale to the public shares
of beneficial interest; and
WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Class M Shares of Transamerica Premier Aggressive Growth Fund (the "Fund"), a
series of shares of the Corporation; and
WHEREAS, the Corporation has entered into a Distribution Agreement
("Distribution Agreement") with Transamerica Securities Sales Corporation
("TSSC"), pursuant to which TSSC has agreed to serve as Distributor for the
various series and classes of shares of the Corporation during the continuous
offering of its shares;
NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class M Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.
I. COMPENSATION
A. The Fund is authorized to pay to TSSC a distribution fee at the rate
of 0.60% on an annualized basis of the average daily net assets of the Fund's
Class M Shares. Such fee shall be calculated and accrued daily and paid monthly
or at such other intervals as the Corporation and the Distributor agree.
B. The Fund may pay a distribution fee to TSSC at a rate that is lower
than the rate specified in Section I.A. of this 12b-1 Plan, as agreed upon by
the Corporation and TSSC and as approved in the manner specified in Section
IV.B. of this 12b-1 Plan.
<PAGE>
- 2 -
<PAGE>
The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class M
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class M Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.
The fee set forth in Section I.A. of this 12b-1 Plan will be paid by
the Fund to TSSC unless and until either the 12b-1 Plan or the Distribution
Agreement is terminated or not renewed with respect to the Class M Shares. If
either the 12b-1 Plan or the Distribution Agreement is terminated or not renewed
with respect to the Class M Shares, any distribution expenses incurred by TSSC
on behalf of the Class M Shares of the Fund in excess of the payments of the
fees specified in Section I.A. hereof and the Distribution Agreement which TSSC
has received or accrued through the termination date are the sole responsibility
and liability of TSSC, and are not obligations of the Corporation.
II. EXPENDITURES OF THE DISTRIBUTOR
As Distributor of the Class M Shares of the Fund, TSSC may spend such
amounts as it deems appropriate on any activities or expenses primarily intended
to result in the sale of the Class M Shares of the Fund, including, but not
limited to: (a) compensation to employees of TSSC; (b) compensation to and
expenses, including overhead and telephone expenses, of TSSC and other selected
broker-dealers who engage in or support the distribution of shares; (c) the
costs of printing and distributing prospectuses, statements of additional
information and annual and interim reports of the Corporation for other than
existing shareholders; (d) the costs of preparing, printing and distributing
sales literature and advertising materials; (e) expenses relating to the
formulation and implementation of marketing strategies and promotional
activities such as direct mail promotions and television, radio, newspaper,
magazine and other mass media advertising; and (f) the costs of building and
maintaining a database of prospective shareholders and of obtaining such
information, analyses and reports with respect to marketing and promotional
activities and investor accounts as the Corporation may, from time to time,
deemed advisable.
III. REPORTS
TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts
- 3 -
<PAGE>
expended by TSSC with respect to the Class M Shares of the Fund under this 12b-1
Plan and the Distribution Agreement and the purposes for which such expenditures
were made. TSSC shall submit only information regarding amounts expended for
"Distribution Activities," as defined in this Section III, to the Board in
support of the distribution fee payable hereunder.
For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or other entity of personal services and/or the maintenance of
shareholder accounts within the meaning of the definition of "service fee" for
purposes of Rule 2830 of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."
IV. TERM
This 12b-1 Plan shall not become effective unless it first has been
approved:
A.by a vote of at least a majority of the outstanding voting securities of
the Class M Shares of the Fund (which may consist of the initial sole
shareholder); and
B.by votes of a majority of both: (a) the Board; and (b) those Directors of
the Corporation who are not "interested persons" of the Corporation and
have no direct or indirect financial interest in the operation of this 12b-1
Plan or any agreements related thereto (the "Independent Directors"),
cast in person at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's taking
effect with respect to the Class M Shares of the Fund have reached the
conclusion required by Rule 12b-1(e) under the 1940 Act.
If approved as set forth above, this Plan shall continue thereafter in
full force and effect with respect to the Class M Shares of the Fund for so long
as such continuance is specifically approved at least annually in the manner
provided for approval of this 12b-1 Plan in this Section IV.B.
V. TERMINATION
- 4 -
<PAGE>
This 12b-1 Plan may be terminated at any time without penalty by vote
of a majority of the Independent Directors or by vote of a majority of the
outstanding voting securities of the Class M Shares of the Fund.
VI. AMENDMENTS
This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class M Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.
VII. INDEPENDENT DIRECTORS
While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.
VIII. DEFINITIONS
As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.
IX. RECORDS
The Corporation shall preserve copies of this 12b-1 Plan (including any
amendments thereto) and any related agreements and all reports made pursuant to
Section III hereof for a period of not less than six (6) years from the date of
this 12b-1 Plan, the first two years in an easily accessible place.
X. SEVERABILITY
If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.
- 5 -
<PAGE>
- 6 -
<PAGE>
IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.
Date:_________________
TRANSAMERICA INVESTORS, INC.
By:
Title:
Attest:
- 7 -
<PAGE>
CLASS M SHARES
TRANSAMERICA PREMIER BALANCED FUND
a series of
TRANSAMERICA INVESTORS, INC.
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
August 4, 1995
WHEREAS, Transamerica Investors, Inc. (the "Corporation") is registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), as an
open-end management investment company, and offers for sale to the public shares
of beneficial interest; and
WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Class M Shares of Transamerica Premier Balanced Fund (the "Fund"), a series of
shares of the Corporation; and
WHEREAS, the Corporation has entered into a Distribution Agreement
("Distribution Agreement") with Transamerica Securities Sales Corporation
("TSSC"), pursuant to which TSSC has agreed to serve as Distributor for the
various series and classes of shares of the Corporation during the continuous
offering of its shares;
NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class M Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.
I. COMPENSATION
A. The Fund is authorized to pay to TSSC a distribution fee at the rate
of 0.60% on an annualized basis of the average daily net assets of the Fund's
Class M Shares. Such fee shall be calculated and accrued daily and paid monthly
or at such other intervals as the Corporation and the Distributor agree.
B. The Fund may pay a distribution fee to TSSC at a rate that is lower
than the rate specified in Section I.A. of this 12b-1 Plan, as agreed upon by
the
<PAGE>
Corporation and TSSC and as approved in the manner specified in Section IV.B. of
this 12b-1 Plan.
- 9 -
<PAGE>
The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class M
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class M Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.
The fee set forth in Section I.A. of this 12b-1 Plan will be paid by
the Fund to TSSC unless and until either the 12b-1 Plan or the Distribution
Agreement is terminated or not renewed with respect to the Class M Shares. If
either the 12b-1 Plan or the Distribution Agreement is terminated or not renewed
with respect to the Class M Shares, any distribution expenses incurred by TSSC
on behalf of the Class M Shares of the Fund in excess of the payments of the
fees specified in Section I.A. hereof and the Distribution Agreement which TSSC
has received or accrued through the termination date are the sole responsibility
and liability of TSSC, and are not obligations of the Corporation.
II. EXPENDITURES OF THE DISTRIBUTOR
As Distributor of the Class M Shares of the Fund, TSSC may spend such
amounts as it deems appropriate on any activities or expenses primarily intended
to result in the sale of the Class M Shares of the Fund, including, but not
limited to: (a) compensation to employees of TSSC; (b) compensation to and
expenses, including overhead and telephone expenses, of TSSC and other selected
broker-dealers who engage in or support the distribution of shares; (c) the
costs of printing and distributing prospectuses, statements of additional
information and annual and interim reports of the Corporation for other than
existing shareholders; (d) the costs of preparing, printing and distributing
sales literature and advertising materials; (e) expenses relating to the
formulation and implementation of marketing strategies and promotional
activities such as direct mail promotions and television, radio, newspaper,
magazine and other mass media advertising; and (f) the costs of building and
maintaining a database of prospective shareholders and of obtaining such
information, analyses and reports with respect to marketing and promotional
activities and investor accounts as the Corporation may, from time to time,
deemed advisable.
III. REPORTS
TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts
- 10 -
<PAGE>
expended by TSSC with respect to the Class M Shares of the Fund under this 12b-1
Plan and the Distribution Agreement and the purposes for which such expenditures
were made. TSSC shall submit only information regarding amounts expended for
"Distribution Activities," as defined in this Section III, to the Board in
support of the distribution fee payable hereunder.
For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or other entity of personal services and/or the maintenance of
shareholder accounts within the meaning of the definition of "service fee" for
purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."
IV. TERM
This 12b-1 Plan shall not become effective unless it first has been
approved:
A. by a vote of at least a majority of the outstanding voting securities of
the Class M Shares of the Fund (which may consist of the initial sole
shareholder); and
B. by votes of a majority of both: (a) the Board; and (b) those Directors of
the Corporation who are not "interested persons" of the Corporation and
have no direct or indirect financial interest in the operation of this 12b-1
Plan or any agreements related thereto (the "Independent Directors"),
cast in person at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's taking
effect with respect to the Class M Shares of the Fund have reached the
conclusion required by Rule 12b-1(e) under the 1940 Act.
If approved as set forth above, this Plan shall continue thereafter in
full force and effect with respect to the Class M Shares of the Fund for so long
as such continuance is specifically approved at least annually in the manner
provided for approval of this 12b-1 Plan in this Section IV.B.
V. TERMINATION
- 11 -
<PAGE>
This 12b-1 Plan may be terminated at any time without penalty by vote
of a majority of the Independent Directors or by vote of a majority of the
outstanding voting securities of the Class M Shares of the Fund.
VI. AMENDMENTS
This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class M Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.
VII. INDEPENDENT DIRECTORS
While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.
VIII. DEFINITIONS
As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.
IX. RECORDS
The Corporation shall preserve copies of this 12b-1 Plan (including any
amendments thereto) and any related agreements and all reports made pursuant to
Section III hereof for a period of not less than six (6) years from the date of
this 12b-1 Plan, the first two years in an easily accessible place.
X. SEVERABILITY
If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.
- 12 -
<PAGE>
- 13 -
<PAGE>
IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.
Date:_________________
TRANSAMERICA INVESTORS, INC.
By:
Title:
Attest:
- 14 -
<PAGE>
CLASS M SHARES
TRANSAMERICA PREMIER BOND FUND
a series of
TRANSAMERICA INVESTORS, INC.
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
August 4, 1995
WHEREAS, Transamerica Investors, Inc. (the "Corporation") is registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), as an
open-end management investment company, and offers for sale to the public shares
of beneficial interest; and
WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Class M Shares of Transamerica Premier Bond Fund (the "Fund"), a series of
shares of the Corporation; and
WHEREAS, the Corporation has entered into a Distribution Agreement
("Distribution Agreement") with Transamerica Securities Sales Corporation
("TSSC"), pursuant to which TSSC has agreed to serve as Distributor for the
various series and classes of shares of the Corporation during the continuous
offering of its shares;
NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class M Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.
I. COMPENSATION
A. The Fund is authorized to pay to TSSC a distribution fee at the rate
of 0.60% on an annualized basis of the average daily net assets of the Fund's
Class M Shares. Such fee shall be calculated and accrued daily and paid monthly
or at such other intervals as the Corporation and the Distributor agree.
B. The Fund may pay a distribution fee to TSSC at a rate that is lower
than the rate specified in Section I.A. of this 12b-1 Plan, as agreed upon by
the
<PAGE>
Corporation and TSSC and as approved in the manner specified in Section IV.B. of
this 12b-1 Plan.
- 16 -
<PAGE>
The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class M
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class M Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.
The fee set forth in Section I.A. of this 12b-1 Plan will be paid by
the Fund to TSSC unless and until either the 12b-1 Plan or the Distribution
Agreement is terminated or not renewed with respect to the Class M Shares. If
either the 12b-1 Plan or the Distribution Agreement is terminated or not renewed
with respect to the Class M Shares, any distribution expenses incurred by TSSC
on behalf of the Class M Shares of the Fund in excess of the payments of the
fees specified in Section I.A. hereof and the Distribution Agreement which TSSC
has received or accrued through the termination date are the sole responsibility
and liability of TSSC, and are not obligations of the Corporation.
II. EXPENDITURES OF THE DISTRIBUTOR
As Distributor of the Class M Shares of the Fund, TSSC may spend such
amounts as it deems appropriate on any activities or expenses primarily intended
to result in the sale of the Class M Shares of the Fund, including, but not
limited to: (a) compensation to employees of TSSC; (b) compensation to and
expenses, including overhead and telephone expenses, of TSSC and other selected
broker-dealers who engage in or support the distribution of shares; (c) the
costs of printing and distributing prospectuses, statements of additional
information and annual and interim reports of the Corporation for other than
existing shareholders; (d) the costs of preparing, printing and distributing
sales literature and advertising materials; (e) expenses relating to the
formulation and implementation of marketing strategies and promotional
activities such as direct mail promotions and television, radio, newspaper,
magazine and other mass media advertising; and (f) the costs of building and
maintaining a database of prospective shareholders and of obtaining such
information, analyses and reports with respect to marketing and promotional
activities and investor accounts as the Corporation may, from time to time,
deemed advisable.
III. REPORTS
TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts
- 17 -
<PAGE>
expended by TSSC with respect to the Class M Shares of the Fund under this 12b-1
Plan and the Distribution Agreement and the purposes for which such expenditures
were made. TSSC shall submit only information regarding amounts expended for
"Distribution Activities," as defined in this Section III, to the Board in
support of the distribution fee payable hereunder.
For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or other entity of personal services and/or the maintenance of
shareholder accounts within the meaning of the definition of "service fee" for
purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."
IV. TERM
This 12b-1 Plan shall not become effective unless it first has been
approved:
A. by a vote of at least a majority of the outstanding voting securities of
the Class M Shares of the Fund (which may consist of the initial sole
shareholder); and
B. by votes of a majority of both: (a) the Board; and (b) those Directors of
the Corporation who are not "interested persons" of the Corporation and
have no direct or indirect financial interest in the operation of this 12b-1
Plan or any agreements related thereto (the "Independent Directors"),
cast in person at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's taking
effect with respect to the Class M Shares of the Fund have reached the
conclusion required by Rule 12b-1(e) under the 1940 Act.
If approved as set forth above, this Plan shall continue thereafter in
full force and effect with respect to the Class M Shares of the Fund for so long
as such continuance is specifically approved at least annually in the manner
provided for approval of this 12b-1 Plan in this Section IV.B.
V. TERMINATION
- 18 -
<PAGE>
This 12b-1 Plan may be terminated at any time without penalty by vote
of a majority of the Independent Directors or by vote of a majority of the
outstanding voting securities of the Class M Shares of the Fund.
VI. AMENDMENTS
This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class M Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.
VII. INDEPENDENT DIRECTORS
While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.
VIII. DEFINITIONS
As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.
IX. RECORDS
The Corporation shall preserve copies of this 12b-1 Plan (including any
amendments thereto) and any related agreements and all reports made pursuant to
Section III hereof for a period of not less than six (6) years from the date of
this 12b-1 Plan, the first two years in an easily accessible place.
X. SEVERABILITY
If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.
- 19 -
<PAGE>
IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.
Date:_________________
TRANSAMERICA INVESTORS, INC.
By:
Title:
Attest:
- 20 -
<PAGE>
CLASS M SHARES
TRANSAMERICA PREMIER CASH RESERVE FUND
a series of
TRANSAMERICA INVESTORS, INC.
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
August 4, 1995
WHEREAS, Transamerica Investors, Inc. (the "Corporation") is registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), as an
open-end management investment company, and offers for sale to the public shares
of beneficial interest; and
WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Class M Shares of Transamerica Premier Cash Reserve Fund (the "Fund"), a series
of shares of the Corporation; and
WHEREAS, the Corporation has entered into a Distribution Agreement
("Distribution Agreement") with Transamerica Securities Sales Corporation
("TSSC"), pursuant to which TSSC has agreed to serve as Distributor for the
various series and classes of shares of the Corporation during the continuous
offering of its shares;
NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class M Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.
I. COMPENSATION
A. The Fund is authorized to pay to TSSC a distribution fee at the rate
of 0.60% on an annualized basis of the average daily net assets of the Fund's
Class M Shares. Such fee shall be calculated and accrued daily and paid monthly
or at such other intervals as the Corporation and the Distributor agree.
B. The Fund may pay a distribution fee to TSSC at a rate that is lower
than the rate specified in Section I.A. of this 12b-1 Plan, as agreed upon by
the
<PAGE>
Corporation and TSSC and as approved in the manner specified in Section IV.B. of
this 12b-1 Plan.
- 22 -
<PAGE>
The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class M
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class M Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.
The fee set forth in Section I.A. of this 12b-1 Plan will be paid by
the Fund to TSSC unless and until either the 12b-1 Plan or the Distribution
Agreement is terminated or not renewed with respect to the Class M Shares. If
either the 12b-1 Plan or the Distribution Agreement is terminated or not renewed
with respect to the Class M Shares, any distribution expenses incurred by TSSC
on behalf of the Class M Shares of the Fund in excess of the payments of the
fees specified in Section I.A. hereof and the Distribution Agreement which TSSC
has received or accrued through the termination date are the sole responsibility
and liability of TSSC, and are not obligations of the Corporation.
II. EXPENDITURES OF THE DISTRIBUTOR
As Distributor of the Class M Shares of the Fund, TSSC may spend such
amounts as it deems appropriate on any activities or expenses primarily intended
to result in the sale of the Class M Shares of the Fund, including, but not
limited to: (a) compensation to employees of TSSC; (b) compensation to and
expenses, including overhead and telephone expenses, of TSSC and other selected
broker-dealers who engage in or support the distribution of shares; (c) the
costs of printing and distributing prospectuses, statements of additional
information and annual and interim reports of the Corporation for other than
existing shareholders; (d) the costs of preparing, printing and distributing
sales literature and advertising materials; (e) expenses relating to the
formulation and implementation of marketing strategies and promotional
activities such as direct mail promotions and television, radio, newspaper,
magazine and other mass media advertising; and (f) the costs of building and
maintaining a database of prospective shareholders and of obtaining such
information, analyses and reports with respect to marketing and promotional
activities and investor accounts as the Corporation may, from time to time,
deemed advisable.
III. REPORTS
TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts
- 23 -
<PAGE>
expended by TSSC with respect to the Class M Shares of the Fund under this 12b-1
Plan and the Distribution Agreement and the purposes for which such expenditures
were made. TSSC shall submit only information regarding amounts expended for
"Distribution Activities," as defined in this Section III, to the Board in
support of the distribution fee payable hereunder.
For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or other entity of personal services and/or the maintenance of
shareholder accounts within the meaning of the definition of "service fee" for
purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."
IV. TERM
This 12b-1 Plan shall not become effective unless it first has been
approved:
A.by a vote of at least a majority of the outstanding voting securities of
the Class M Shares of the Fund (which may consist of the initial sole
shareholder); and
B.by votes of a majority of both: (a) the Board; and (b) those Directors of
the Corporation who are not "interested persons" of the Corporation and
have no direct or indirect financial interest in the operation of this 12b-1
Plan or any agreements related thereto (the "Independent Directors"),
cast in person at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's taking
effect with respect to the Class M Shares of the Fund have reached the
conclusion required by Rule 12b-1(e) under the 1940 Act.
If approved as set forth above, this Plan shall continue thereafter in
full force and effect with respect to the Class M Shares of the Fund for so long
as such continuance is specifically approved at least annually in the manner
provided for approval of this 12b-1 Plan in this Section IV.B.
V. TERMINATION
- 24 -
<PAGE>
This 12b-1 Plan may be terminated at any time without penalty by vote
of a majority of the Independent Directors or by vote of a majority of the
outstanding voting securities of the Class M Shares of the Fund.
VI. AMENDMENTS
This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class M Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.
VII. INDEPENDENT DIRECTORS
While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.
VIII. DEFINITIONS
As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.
IX. RECORDS
The Corporation shall preserve copies of this 12b-1 Plan (including any
amendments thereto) and any related agreements and all reports made pursuant to
Section III hereof for a period of not less than six (6) years from the date of
this 12b-1 Plan, the first two years in an easily accessible place.
X. SEVERABILITY
If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.
- 25 -
<PAGE>
- 26 -
<PAGE>
IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.
Date:_________________
TRANSAMERICA INVESTORS, INC.
By:
Title:
Attest:
- 27 -
<PAGE>
CLASS M SHARES
TRANSAMERICA PREMIER EQUITY FUND
a series of
TRANSAMERICA INVESTORS, INC.
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
August 4, 1995
WHEREAS, Transamerica Investors, Inc. (the "Corporation") is registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), as an
open-end management investment company, and offers for sale to the public shares
of beneficial interest; and
WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Class M Shares of Transamerica Premier Equity Fund (the "Fund"), a series of
shares of the Corporation; and
WHEREAS, the Corporation has entered into a Distribution Agreement
("Distribution Agreement") with Transamerica Securities Sales Corporation
("TSSC"), pursuant to which TSSC has agreed to serve as Distributor for the
various series and classes of shares of the Corporation during the continuous
offering of its shares;
NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class M Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.
I. COMPENSATION
A. The Fund is authorized to pay to TSSC a distribution fee at the rate
of 0.60% on an annualized basis of the average daily net assets of the Fund's
Class M Shares. Such fee shall be calculated and accrued daily and paid monthly
or at such other intervals as the Corporation and the Distributor agree.
B. The Fund may pay a distribution fee to TSSC at a rate that is lower
than the rate specified in Section I.A. of this 12b-1 Plan, as agreed upon by
the
<PAGE>
Corporation and TSSC and as approved in the manner specified in Section IV.B. of
this 12b-1 Plan.
- 29 -
<PAGE>
The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class M
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class M Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.
The fee set forth in Section I.A. of this 12b-1 Plan will be paid by
the Fund to TSSC unless and until either the 12b-1 Plan or the Distribution
Agreement is terminated or not renewed with respect to the Class M Shares. If
either the 12b-1 Plan or the Distribution Agreement is terminated or not renewed
with respect to the Class M Shares, any distribution expenses incurred by TSSC
on behalf of the Class M Shares of the Fund in excess of the payments of the
fees specified in Section I.A. hereof and the Distribution Agreement which TSSC
has received or accrued through the termination date are the sole responsibility
and liability of TSSC, and are not obligations of the Corporation.
II. EXPENDITURES OF THE DISTRIBUTOR
As Distributor of the Class M Shares of the Fund, TSSC may spend such
amounts as it deems appropriate on any activities or expenses primarily intended
to result in the sale of the Class M Shares of the Fund, including, but not
limited to: (a) compensation to employees of TSSC; (b) compensation to and
expenses, including overhead and telephone expenses, of TSSC and other selected
broker-dealers who engage in or support the distribution of shares; (c) the
costs of printing and distributing prospectuses, statements of additional
information and annual and interim reports of the Corporation for other than
existing shareholders; (d) the costs of preparing, printing and distributing
sales literature and advertising materials; (e) expenses relating to the
formulation and implementation of marketing strategies and promotional
activities such as direct mail promotions and television, radio, newspaper,
magazine and other mass media advertising; and (f) the costs of building and
maintaining a database of prospective shareholders and of obtaining such
information, analyses and reports with respect to marketing and promotional
activities and investor accounts as the Corporation may, from time to time,
deemed advisable.
III. REPORTS
TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts
- 30 -
<PAGE>
expended by TSSC with respect to the Class M Shares of the Fund under this 12b-1
Plan and the Distribution Agreement and the purposes for which such expenditures
were made. TSSC shall submit only information regarding amounts expended for
"Distribution Activities," as defined in this Section III, to the Board in
support of the distribution fee payable hereunder.
For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or other entity of personal services and/or the maintenance of
shareholder accounts within the meaning of the definition of "service fee" for
purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."
IV. TERM
This 12b-1 Plan shall not become effective unless it first has been
approved:
A.by a vote of at least a majority of the outstanding voting securities of
the Class M Shares of the Fund (which may consist of the initial sole
shareholder); and
B.by votes of a majority of both: (a) the Board; and (b) those Directors of
the Corporation who are not "interested persons" of the Corporation and
have no direct or indirect financial interest in the operation of this 12b-1
Plan or any agreements related thereto (the "Independent Directors"),
cast in person at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's taking
effect with respect to the Class M Shares of the Fund have reached the
conclusion required by Rule 12b-1(e) under the 1940 Act.
If approved as set forth above, this Plan shall continue thereafter in
full force and effect with respect to the Class M Shares of the Fund for so long
as such continuance is specifically approved at least annually in the manner
provided for approval of this 12b-1 Plan in this Section IV.B.
V. TERMINATION
- 31 -
<PAGE>
This 12b-1 Plan may be terminated at any time without penalty by vote
of a majority of the Independent Directors or by vote of a majority of the
outstanding voting securities of the Class M Shares of the Fund.
VI. AMENDMENTS
This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class M Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.
VII. INDEPENDENT DIRECTORS
While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.
VIII. DEFINITIONS
As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.
IX. RECORDS
The Corporation shall preserve copies of this 12b-1 Plan (including any
amendments thereto) and any related agreements and all reports made pursuant to
Section III hereof for a period of not less than six (6) years from the date of
this 12b-1 Plan, the first two years in an easily accessible place.
X. SEVERABILITY
If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.
- 32 -
<PAGE>
- 33 -
<PAGE>
IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.
Date:_________________
TRANSAMERICA INVESTORS, INC.
By:
Title:
Attest:
- 34 -
<PAGE>
CLASS M SHARES
TRANSAMERICA PREMIER HIGH-YIELD BOND FUND
a series of
TRANSAMERICA INVESTORS, INC.
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, Transamerica Investors, Inc. (the "Corporation") is registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), as an
open-end management investment company, and offers for sale to the public shares
of beneficial interest; and
WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Class M Shares of Transamerica Premier High-Yield Bond Fund (the "Fund"), a
series of shares of the Corporation; and
WHEREAS, the Corporation has entered into a Distribution Agreement
("Distribution Agreement") with Transamerica Securities Sales Corporation
("TSSC"), pursuant to which TSSC has agreed to serve as Distributor for the
various series and classes of shares of the Corporation during the continuous
offering of its shares;
NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class M Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.
I. COMPENSATION
A. The Fund is authorized to pay to TSSC a distribution fee at the rate
of 0.60% on an annualized basis of the average daily net assets of the Fund's
Class M Shares. Such fee shall be calculated and accrued daily and paid monthly
or at such other intervals as the Corporation and the Distributor agree.
B. The Fund may pay a distribution fee to TSSC at a rate that is lower
than the rate specified in Section I.A. of this 12b-1 Plan, as agreed upon by
the Corporation and TSSC and as approved in the manner specified in Section
IV.B. of this 12b-1 Plan.
<PAGE>
- 36 -
<PAGE>
The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class M
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class M Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.
The fee set forth in Section I.A. of this 12b-1 Plan will be paid by
the Fund to TSSC unless and until either the 12b-1 Plan or the Distribution
Agreement is terminated or not renewed with respect to the Class M Shares. If
either the 12b-1 Plan or the Distribution Agreement is terminated or not renewed
with respect to the Class M Shares, any distribution expenses incurred by TSSC
on behalf of the Class M Shares of the Fund in excess of the payments of the
fees specified in Section I.A. hereof and the Distribution Agreement which TSSC
has received or accrued through the termination date are the sole responsibility
and liability of TSSC, and are not obligations of the Corporation.
II. EXPENDITURES OF THE DISTRIBUTOR
As Distributor of the Class M Shares of the Fund, TSSC may spend such
amounts as it deems appropriate on any activities or expenses primarily intended
to result in the sale of the Class M Shares of the Fund, including, but not
limited to: (a) compensation to employees of TSSC; (b) compensation to and
expenses, including overhead and telephone expenses, of TSSC and other selected
broker-dealers who engage in or support the distribution of shares; (c) the
costs of printing and distributing prospectuses, statements of additional
information and annual and interim reports of the Corporation for other than
existing shareholders; (d) the costs of preparing, printing and distributing
sales literature and advertising materials; (e) expenses relating to the
formulation and implementation of marketing strategies and promotional
activities such as direct mail promotions and television, radio, newspaper,
magazine and other mass media advertising; and (f) the costs of building and
maintaining a database of prospective shareholders and of obtaining such
information, analyses and reports with respect to marketing and promotional
activities and investor accounts as the Corporation may, from time to time,
deemed advisable.
III. REPORTS
TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts
- 37 -
<PAGE>
expended by TSSC with respect to the Class M Shares of the Fund under this 12b-1
Plan and the Distribution Agreement and the purposes for which such expenditures
were made. TSSC shall submit only information regarding amounts expended for
"Distribution Activities," as defined in this Section III, to the Board in
support of the distribution fee payable hereunder.
For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or other entity of personal services and/or the maintenance of
shareholder accounts within the meaning of the definition of "service fee" for
purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."
IV. TERM
This 12b-1 Plan shall not become effective unless it first has been
approved:
A.by a vote of at least a majority of the outstanding voting securities of
the Class M Shares of the Fund (which may consist of the initial sole
shareholder); and
B.by votes of a majority of both: (a) the Board; and (b) those Directors of
the Corporation who are not "interested persons" of the Corporation and
have no direct or indirect financial interest in the operation of this 12b-1
Plan or any agreements related thereto (the "Independent Directors"),
cast in person at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's taking
effect with respect to the Class M Shares of the Fund have reached the
conclusion required by Rule 12b-1(e) under the 1940 Act.
If approved as set forth above, this Plan shall continue thereafter in
full force and effect with respect to the Class M Shares of the Fund for so long
as such continuance is specifically approved at least annually in the manner
provided for approval of this 12b-1 Plan in this Section IV.B.
V. TERMINATION
- 38 -
<PAGE>
This 12b-1 Plan may be terminated at any time without penalty by vote
of a majority of the Independent Directors or by vote of a majority of the
outstanding voting securities of the Class M Shares of the Fund.
VI. AMENDMENTS
This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class M Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.
VII. INDEPENDENT DIRECTORS
While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.
VIII. DEFINITIONS
As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.
IX. RECORDS
The Corporation shall preserve copies of this 12b-1 Plan (including any
amendments thereto) and any related agreements and all reports made pursuant to
Section III hereof for a period of not less than six (6) years from the date of
this 12b-1 Plan, the first two years in an easily accessible place.
X. SEVERABILITY
If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.
- 39 -
<PAGE>
- 40 -
<PAGE>
IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.
Date:_________________
TRANSAMERICA INVESTORS, INC.
By:
Title:
Attest:
- 41 -
<PAGE>
CLASS M SHARES
TRANSAMERICA PREMIER INDEX FUND
a series of
TRANSAMERICA INVESTORS, INC.
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
August 4, 1995
WHEREAS, Transamerica Investors, Inc. (the "Corporation") is
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), as an open-end management investment company, and offers for sale to the
public shares of beneficial interest; and
WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Class M Shares of Transamerica Premier Index Fund (the "Fund"), a series of
shares of the Corporation; and
WHEREAS, the Corporation has entered into a Distribution Agreement
("Distribution Agreement") with Transamerica Securities Sales Corporation
("TSSC"), pursuant to which TSSC has agreed to serve as Distributor for the
various series and classes of shares of the Corporation during the continuous
offering of its shares;
NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class M Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.
I. COMPENSATION
A. The Fund is authorized to pay to TSSC a distribution fee at the rate
of 0.60% on an annualized basis of the average daily net assets of the Fund's
Class M Shares. Such fee shall be calculated and accrued daily and paid monthly
or at such other intervals as the Corporation and the Distributor agree.
B. The Fund may pay a distribution fee to TSSC at a rate that is lower
than the rate specified in Section I.A. of this 12b-1 Plan, as agreed upon by
the
<PAGE>
Corporation and TSSC and as approved in the manner specified in Section IV.B. of
this 12b-1 Plan.
- 43 -
<PAGE>
The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class M
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class M Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.
The fee set forth in Section I.A. of this 12b-1 Plan will be paid by
the Fund to TSSC unless and until either the 12b-1 Plan or the Distribution
Agreement is terminated or not renewed with respect to the Class M Shares. If
either the 12b-1 Plan or the Distribution Agreement is terminated or not renewed
with respect to the Class M Shares, any distribution expenses incurred by TSSC
on behalf of the Class M Shares of the Fund in excess of the payments of the
fees specified in Section I.A. hereof and the Distribution Agreement which TSSC
has received or accrued through the termination date are the sole responsibility
and liability of TSSC, and are not obligations of the Corporation.
II. EXPENDITURES OF THE DISTRIBUTOR
As Distributor of the Class M Shares of the Fund, TSSC may spend such
amounts as it deems appropriate on any activities or expenses primarily intended
to result in the sale of the Class M Shares of the Fund, including, but not
limited to: (a) compensation to employees of TSSC; (b) compensation to and
expenses, including overhead and telephone expenses, of TSSC and other selected
broker-dealers who engage in or support the distribution of shares; (c) the
costs of printing and distributing prospectuses, statements of additional
information and annual and interim reports of the Corporation for other than
existing shareholders; (d) the costs of preparing, printing and distributing
sales literature and advertising materials; (e) expenses relating to the
formulation and implementation of marketing strategies and promotional
activities such as direct mail promotions and television, radio, newspaper,
magazine and other mass media advertising; and (f) the costs of building and
maintaining a database of prospective shareholders and of obtaining such
information, analyses and reports with respect to marketing and promotional
activities and investor accounts as the Corporation may, from time to time,
deemed advisable.
- 44 -
<PAGE>
III. REPORTS
TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts expended by TSSC with respect to the Class M Shares of the Fund under
this 12b-1 Plan and the Distribution Agreement and the purposes for which such
expenditures were made. TSSC shall submit only information regarding amounts
expended for "Distribution Activities," as defined in this Section III, to the
Board in support of the distribution fee payable hereunder.
For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or other entity of personal services and/or the maintenance of
shareholder accounts within the meaning of the definition of "service fee" for
purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."
IV. TERM
This 12b-1 Plan shall not become effective unless it first has been
approved:
A. by a vote of at least a majority of the outstanding voting securities of
the Class M Shares of the Fund (which may consist of the initial sole
shareholder); and
B. by votes of a majority of both: (a) the Board; and (b) those Directors of
the Corporation who are not "interested persons" of the Corporation and
have no direct or indirect financial interest in the operation of this 12b-1
Plan or any agreements related thereto (the "Independent Directors"),
cast in person at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's taking
effect with respect to the Class M Shares of the Fund have reached the
conclusion required by Rule 12b-1(e) under the 1940 Act.
If approved as set forth above, this Plan shall continue thereafter in
full force and effect with respect to the Class M Shares of the Fund for so long
as such continuance is specifically approved at least annually in the manner
provided for approval of this 12b-1 Plan in this Section IV.B.
- 45 -
<PAGE>
V. TERMINATION
This 12b-1 Plan may be terminated at any time without penalty by vote
of a majority of the Independent Directors or by vote of a majority of the
outstanding voting securities of the Class M Shares of the Fund.
- 46 -
<PAGE>
VI. AMENDMENTS
This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class M Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.
VII. INDEPENDENT DIRECTORS
While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.
VIII. DEFINITIONS
As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.
IX. RECORDS
The Corporation shall preserve copies of this 12b-1 Plan (including any
amendments thereto) and any related agreements and all reports made pursuant to
Section III hereof for a period of not less than six (6) years from the date of
this 12b-1 Plan, the first two years in an easily accessible place.
X. SEVERABILITY
If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.
- 47 -
<PAGE>
IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.
Date:_________________
TRANSAMERICA INVESTORS, INC.
By:
Title:
Attest:
- 48 -
<PAGE>
CLASS M SHARES
TRANSAMERICA PREMIER SMALL COMPANY FUND
a series of
TRANSAMERICA INVESTORS, INC.
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, Transamerica Investors, Inc. (the "Corporation") is registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), as an
open-end management investment company, and offers for sale to the public shares
of beneficial interest; and
WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Class M Shares of Transamerica Premier Small Company Fund (the "Fund"), a series
of shares of the Corporation; and
WHEREAS, the Corporation has entered into a Distribution Agreement
("Distribution Agreement") with Transamerica Securities Sales Corporation
("TSSC"), pursuant to which TSSC has agreed to serve as Distributor for the
various series and classes of shares of the Corporation during the continuous
offering of its shares;
NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class M Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.
I. COMPENSATION
A. The Fund is authorized to pay to TSSC a distribution fee at the rate
of 0.60% on an annualized basis of the average daily net assets of the Fund's
Class M Shares. Such fee shall be calculated and accrued daily and paid monthly
or at such other intervals as the Corporation and the Distributor agree.
B. The Fund may pay a distribution fee to TSSC at a rate that is lower
than the rate specified in Section I.A. of this 12b-1 Plan, as agreed upon by
the Corporation and TSSC and as approved in the manner specified in Section
IV.B. of this 12b-1 Plan.
<PAGE>
- 50 -
<PAGE>
The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class M
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class M Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.
The fee set forth in Section I.A. of this 12b-1 Plan will be paid by
the Fund to TSSC unless and until either the 12b-1 Plan or the Distribution
Agreement is terminated or not renewed with respect to the Class M Shares. If
either the 12b-1 Plan or the Distribution Agreement is terminated or not renewed
with respect to the Class M Shares, any distribution expenses incurred by TSSC
on behalf of the Class M Shares of the Fund in excess of the payments of the
fees specified in Section I.A. hereof and the Distribution Agreement which TSSC
has received or accrued through the termination date are the sole responsibility
and liability of TSSC, and are not obligations of the Corporation.
II. EXPENDITURES OF THE DISTRIBUTOR
As Distributor of the Class M Shares of the Fund, TSSC may spend such
amounts as it deems appropriate on any activities or expenses primarily intended
to result in the sale of the Class M Shares of the Fund, including, but not
limited to: (a) compensation to employees of TSSC; (b) compensation to and
expenses, including overhead and telephone expenses, of TSSC and other selected
broker-dealers who engage in or support the distribution of shares; (c) the
costs of printing and distributing prospectuses, statements of additional
information and annual and interim reports of the Corporation for other than
existing shareholders; (d) the costs of preparing, printing and distributing
sales literature and advertising materials; (e) expenses relating to the
formulation and implementation of marketing strategies and promotional
activities such as direct mail promotions and television, radio, newspaper,
magazine and other mass media advertising; and (f) the costs of building and
maintaining a database of prospective shareholders and of obtaining such
information, analyses and reports with respect to marketing and promotional
activities and investor accounts as the Corporation may, from time to time,
deemed advisable.
III. REPORTS
TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts
- 51 -
<PAGE>
expended by TSSC with respect to the Class M Shares of the Fund under this 12b-1
Plan and the Distribution Agreement and the purposes for which such expenditures
were made. TSSC shall submit only information regarding amounts expended for
"Distribution Activities," as defined in this Section III, to the Board in
support of the distribution fee payable hereunder.
For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or other entity of personal services and/or the maintenance of
shareholder accounts within the meaning of the definition of "service fee" for
purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."
IV. TERM
This 12b-1 Plan shall not become effective unless it first has been
approved:
A.by a vote of at least a majority of the outstanding voting securities of
the Class M Shares of the Fund (which may consist of the initial sole
shareholder); and
B.by votes of a majority of both: (a) the Board; and (b) those Directors of
the Corporation who are not "interested persons" of the Corporation and
have no direct or indirect financial interest in the operation of this 12b-1
Plan or any agreements related thereto (the "Independent Directors"),
cast in person at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's taking
effect with respect to the Class M Shares of the Fund have reached the
conclusion required by Rule 12b-1(e) under the 1940 Act.
If approved as set forth above, this Plan shall continue thereafter in
full force and effect with respect to the Class M Shares of the Fund for so long
as such continuance is specifically approved at least annually in the manner
provided for approval of this 12b-1 Plan in this Section IV.B.
V. TERMINATION
- 52 -
<PAGE>
This 12b-1 Plan may be terminated at any time without penalty by vote
of a majority of the Independent Directors or by vote of a majority of the
outstanding voting securities of the Class M Shares of the Fund.
VI. AMENDMENTS
This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class M Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.
VII. INDEPENDENT DIRECTORS
While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.
VIII. DEFINITIONS
As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.
IX. RECORDS
The Corporation shall preserve copies of this 12b-1 Plan (including any
amendments thereto) and any related agreements and all reports made pursuant to
Section III hereof for a period of not less than six (6) years from the date of
this 12b-1 Plan, the first two years in an easily accessible place.
X. SEVERABILITY
If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.
- 53 -
<PAGE>
- 54 -
<PAGE>
IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.
Date:_________________
TRANSAMERICA INVESTORS, INC.
By:
Title:
Attest:
- 55 -
<PAGE>
CLASS M SHARES
TRANSAMERICA PREMIER VALUE FUND
a series of
TRANSAMERICA INVESTORS, INC.
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, Transamerica Investors, Inc. (the "Corporation") is registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), as an
open-end management investment company, and offers for sale to the public shares
of beneficial interest; and
WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Class M Shares of Transamerica Premier Value Fund (the "Fund"), a series of
shares of the Corporation; and
WHEREAS, the Corporation has entered into a Distribution Agreement
("Distribution Agreement") with Transamerica Securities Sales Corporation
("TSSC"), pursuant to which TSSC has agreed to serve as Distributor for the
various series and classes of shares of the Corporation during the continuous
offering of its shares;
NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class M Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.
I. COMPENSATION
A. The Fund is authorized to pay to TSSC a distribution fee at the rate
of 0.60% on an annualized basis of the average daily net assets of the Fund's
Class M Shares. Such fee shall be calculated and accrued daily and paid monthly
or at such other intervals as the Corporation and the Distributor agree.
B. The Fund may pay a distribution fee to TSSC at a rate that is lower
than the rate specified in Section I.A. of this 12b-1 Plan, as agreed upon by
the Corporation and TSSC and as approved in the manner specified in Section
IV.B. of this 12b-1 Plan.
<PAGE>
- 57 -
<PAGE>
The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class M
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class M Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.
The fee set forth in Section I.A. of this 12b-1 Plan will be paid by
the Fund to TSSC unless and until either the 12b-1 Plan or the Distribution
Agreement is terminated or not renewed with respect to the Class M Shares. If
either the 12b-1 Plan or the Distribution Agreement is terminated or not renewed
with respect to the Class M Shares, any distribution expenses incurred by TSSC
on behalf of the Class M Shares of the Fund in excess of the payments of the
fees specified in Section I.A. hereof and the Distribution Agreement which TSSC
has received or accrued through the termination date are the sole responsibility
and liability of TSSC, and are not obligations of the Corporation.
II. EXPENDITURES OF THE DISTRIBUTOR
As Distributor of the Class M Shares of the Fund, TSSC may spend such
amounts as it deems appropriate on any activities or expenses primarily intended
to result in the sale of the Class M Shares of the Fund, including, but not
limited to: (a) compensation to employees of TSSC; (b) compensation to and
expenses, including overhead and telephone expenses, of TSSC and other selected
broker-dealers who engage in or support the distribution of shares; (c) the
costs of printing and distributing prospectuses, statements of additional
information and annual and interim reports of the Corporation for other than
existing shareholders; (d) the costs of preparing, printing and distributing
sales literature and advertising materials; (e) expenses relating to the
formulation and implementation of marketing strategies and promotional
activities such as direct mail promotions and television, radio, newspaper,
magazine and other mass media advertising; and (f) the costs of building and
maintaining a database of prospective shareholders and of obtaining such
information, analyses and reports with respect to marketing and promotional
activities and investor accounts as the Corporation may, from time to time,
deemed advisable.
III. REPORTS
TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts expended by TSSC with respect to the Class M Shares of the Fund under
this 12b-1 Plan and the Distribution Agreement and the purposes for which such
expenditures were made. TSSC shall submit
- 58 -
<PAGE>
only information regarding amounts expended for "Distribution Activities," as
defined in this Section III, to the Board in support of the distribution fee
payable hereunder.
For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or other entity of personal services and/or the maintenance of
shareholder accounts within the meaning of the definition of "service fee" for
purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."
IV. TERM
This 12b-1 Plan shall not become effective unless it first has been
approved:
A. by a vote of at least a majority of the outstanding voting securities of the
Class
M Shares of the Fund (which may consist of the initial sole shareholder); and
B. by votes of a majority of both: (a) the Board; and (b) those Directors of the
Corporation who are not "interested persons" of the Corporation and have no
direct or indirect financial interest in the operation of this 12b-1 Plan o
any
agreements related thereto (the "Independent Directors"), cast in person at a
meeting called for the purpose of voting on such approval; and until the
Directors who approve the 12b-1 Plan's taking effect with respect to the
Class
M Shares of the Fund have reached the conclusion required by Rule 12b-1(e)
under the 1940 Act.
If approved as set forth above, this Plan shall continue thereafter in
full force and effect with respect to the Class M Shares of the Fund for so long
as such continuance is specifically approved at least annually in the manner
provided for approval of this 12b-1 Plan in this Section IV.B.
V. TERMINATION
This 12b-1 Plan may be terminated at any time without penalty by vote
of a majority of the Independent Directors or by vote of a majority of the
outstanding voting securities of the Class M Shares of the Fund.
- 59 -
<PAGE>
VI. AMENDMENTS
This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class M Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.
VII. INDEPENDENT DIRECTORS
While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.
VIII. DEFINITIONS
As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.
IX. RECORDS
The Corporation shall preserve copies of this 12b-1 Plan (including any
amendments thereto) and any related agreements and all reports made pursuant to
Section III hereof for a period of not less than six (6) years from the date of
this 12b-1 Plan, the first two years in an easily accessible place.
X. SEVERABILITY
If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.
- 60 -
<PAGE>
IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.
Date:_________________
TRANSAMERICA INVESTORS, INC.
By:
Title:
Attest:
- 61 -
<PAGE>
Exhibit (18)
TRANSAMERICA INVESTORS, INC.
PLAN FOR MULTIPLE CLASSES OF SHARES
AS AMENDED AND RESTATED ON MAY 8, 1998
WHEREAS, Transamerica Investors, Inc. (the "Corporation") is a Maryland
corporation, engaged in business as an open-end management investment company
and
registered as such under the Investment Company Act of 1940, as amended (the
"1940 Act");
WHEREAS, pursuant to the terms of the Corporation's Articles of
Incorporation, as well as the 1940 Act and the rules and regulations thereunder,
the Board of Directors of the Corporation (the "Board") has authority to approve
and authorize the issuance of, and has approved and authorized the issuance of,
shares of beneficial interest as Investor Shares, Institutional Shares, Class A
Shares and Class M Shares of each investment portfolio (a "Fund") of the
Corporation;
WHEREAS, the Corporation wishes to amend its Plan for Multiple Classes
of Shares (the "Multi-Class Plan"), which is a plan as contemplated by Rule
18f-3 of the 1940 Act; and
WHEREAS, at a meeting held on May 8, 1998, the Board, including a
majority of the Directors who are not interested persons of the Corporation (as
defined in section 2(a)(19) of the 1940 Act) (the "Independent Directors"),
approved and adopted this amended and restated Multi-Class Plan and determined
that this Multi-Class Plan is: (a) in the best interests of the holders of
Investor Shares; (b) in the best interests of the holders of Institutional
Shares; (c) in the best interests of the holders of Class A Shares; (d) in the
best interests of the holders of Class M Shares; and (e) in the best interests
of the Corporation as a whole;
NOW, THEREFORE, this Multi-Class Plan shall remain in effect until such
time as the Board terminates this Multi-Class Plan or makes a material change to
this Multi-Class Plan. Any material change to this Multi-Class Plan must be
approved by the Board, including a majority of the Independent Directors, as
being in the best interests of each class of shares and the Corporation as a
whole.
<PAGE>
SECTION I: CLASS DISTRIBUTION FEES AND SHAREHOLDER SERVICES
Investor Shares are offered at net asset value and shall be subject to
an annual asset-based distribution fee (as provided for by the plans adopted by
the Board pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plans")
applicable to Investor Shares) of 0.25% of the average daily net assets of the
Investor Shares in each Fund (except that the Transamerica Premier Index and
Cash Reserve Funds will pay a 0.10% distribution fee). Such distribution fees
will be calculated and accrued daily and paid monthly or at such other intervals
as the Corporation and Transamerica Securities Sales Corporation (the
"Distributor") agree. Investor Shares are not subject to a shareholder servicing
fee.
Institutional Shares are available to high net worth individuals,
qualified retirement plans and other institutional investors that satisfy
certain standards described in the registration statement of the Corporation,
and supplements thereto, under the 1933 Act and the 1940 Act (the "Registration
Statement"), such as the minimum initial investment of $250,000. Institutional
Shares are offered at net asset value and shall not be subject to an annual
asset-based distribution or shareholder servicing fee.
Class A Shares are available through investment advisers and/or other
financial institutions to individuals, companies, Pension and Retirement Savings
Programs and other investors and shall be subject to an annual asset-based
distribution fee (as provided for by the 12b-1 Plans applicable to Class A
Shares) of 0.35% of the average daily net assets of the Class A Shares in each
Fund and shall also be subject to initial sales charges and contingent deferred
sales charges as set forth in the Registration Statement. Class A Shares are not
subject to a shareholder servicing fee.
Class M Shares are available through investment advisers and/or other
financial institutions to individuals, companies, Pension and Retirement Savings
Programs and other investors and shall be subject to an annual asset-based
distribution fee (as provided for by the 12b-1 Plans applicable to Class M
Shares) of 0.60% of the average daily net assets of the Class M Shares in each
Fund and shall also be subject to initial sales charges and contingent deferred
sales charges as set forth in the Registration Statement. Class M Shares are not
subject to a shareholder servicing fee.
Notwithstanding the foregoing, the aggregate amounts of any asset-based
distribution and/or shareholder service fee imposed by the Corporation must
comply with the requirements of Rule 2830(d) of the Conduct Rules of the
National Association of Securities Dealers, Inc. (the "NASD"), as amended from
time to time, and any other rules or regulations promulgated by the NASD or
Securities and Exchange Commission applicable to mutual fund distribution and
service fees.
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SECTION II: ALLOCATION OF CLASS EXPENSES
Investor Shares, Institutional Shares, Class A Shares and Class M
Shares represent interests in the same Funds of the Corporation. Each class of
shares shall have the same rights, preferences, voting powers, restrictions and
limitations, except as follows:
(1) expenses related to the distribution of a class of shares or
to the services provided to shareholders of a class of shares
shall be borne solely by such class;
(2) each class will bear different Class Expenses (as defined below);
(3) each class will have exclusive voting rights with respect to
matters that exclusively affect such class (such as approval
of each Rule 12b-1 Plan for each class of each Fund); and
(4) each class will bear a different name or designation.
The Board, acting in its sole discretion, has determined that the
following expenses attributable to the shares of a particular class ("Class
Expenses") will be borne solely by the class to which they are attributable:
(1) asset-based distribution and shareholder service fees;
(2) transfer agency fees attributable to a particular class;
(3) expenses related to preparing, printing, mailing and
distributing materials such as shareholder reports,
prospectuses and proxy statements to current shareholders of a
specific class;
(4) state and federal registration fees incurred by a specific class;
(5) litigation and other legal expenses relating to a particular class;
(6) directors' fees and expenses incurred as a result of issues
relating solely to a
particular class;
(7) accounting, audit and tax expenses relating to a specific
class;
(8) the expenses of administrative personnel and services
required to support the
shareholders of a specific class; and
(9) fees and other payments made to entities performing services
for a particular class, including account maintenance,
dividend disbursing or subaccounting services.
Class Expenses may be waived or reimbursed by Transamerica Investment
Services,
Inc. (the "Investment Adviser"), the Distributor, Transamerica Occidental Life
Insurance
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Company (the "Administrator") or any other provider of services to the
Corporation. Such waiver or reimbursement of Class Expenses may be made on a
voluntary, temporary basis. The amount of Class Expenses waived or reimbursed
may vary from class to class. In addition, waiver or reimbursement of expenses
attributable to the Corporation generally and/or expenses attributable to a Fund
(with or without a waiver or reimbursement of Class Expenses) may be made but
only if the same proportionate amount of such expenses are waived or reimbursed
for each class. Thus, any expenses attributable to the Corporation generally
that are waived or reimbursed would be credited to each class of a Fund based on
the relative net assets of the classes. Similarly, any expenses attributable to
a Fund that are waived or reimbursed would be credited to each class of that
Fund.
Investment advisory fees, custodial fees, and other expenses relating
to the management of the Funds' assets shall not be allocated on a
class-specific basis.
SECTION III: ALLOCATION OF FUND INCOME AND EXPENSES
Income, realized and unrealized capital gains and losses, and expenses
that are not allocated to a specific class pursuant to Section II above, shall
be allocated to each class of a Fund on the basis of the net asset value of that
class in relation to the net asset value of the Fund. On a daily basis, the
total income, dividends, other income accrued and Fund-level expenses incurred
are multiplied by the value of the Fund's net assets attributable to each class
to determine the income and expenses attributable to that class for the day.
Expenses properly attributable to each class are recorded separately and charged
to that class. Net income for each class is then determined for the day and
segregated on the Corporation's general ledger.
Dividends are calculated in the same manner for each class and declared
and paid on both classes of stock on the same days and at the same times. The
per share dividends from net investment income of the Institutional Shares are
anticipated to be higher than the per share dividends from net investment income
of the Investor Shares which, in turn, are anticipated to be higher than the per
share dividends from net investment income of the Class A Shares which, in turn,
are anticipated to be higher than the per share dividends from net investment
income of the Class M Shares as a result of the distribution fees applicable to
the Investor Shares, Class A Shares and Class M Shares..
All dividends and capital gain distributions, if any, with respect to a
particular class will be paid automatically in additional shares of that class
at the net asset value per shares determined as of the reinvestment date, unless
otherwise selected by the shareholder.
SECTION IV: REDEMPTIONS
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The value of Fund shares on certain redemptions may be more or less
than the shareholder's cost or basis, depending upon the Fund's net asset value
at the time of redemption.
SECTION V: AMENDMENTS
This Multi-Class Plan may not be amended to change any material
provision unless such amendment is approved by a vote of the majority of the
Board, including a majority of the Directors who are not interested persons of
the Corporation, based on its finding that the amendment is in the best interest
of each class individually and the Corporation as a whole.
SECTION VI: RECORDKEEPING
The Corporation shall preserve copies of this Multi-Class Plan and any
related agreements for a period of not less than six years from the date of this
Multi-Class Plan or agreement, the first two years in an easily accessible
place.
IN WITNESS WHEREOF, the Corporation has executed this Multi-Class Plan
on the day and year set forth below.
Date:
TRANSAMERICA INVESTORS, INC.
By:
Title:
Attest:
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