TRANSAMERICA INVESTORS INC
485BPOS, 1999-04-13
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     As filed with the Securities and Exchange Commission on April 12, 1999
    
                            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. 14 |X|
    
                                       and
         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
   
                              Amendment No. 16 |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
Vice President and Associate 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 on March 20, 1998.

   
         It                is proposed  that this filing will become  effective:
                           |_|immediately  upon filing pursuant to paragraph (b)
                           |X|on May 1, 1999  pursuant to  paragraph  (b)
                           |_| 60 days after filing pursuant to paragraph (a)(1)
                           |_| on ________  pursuant to paragraph (a)(1)
                           |_| 75 days after filing pursuant to paragraph (a)(2)
                           |_| on ___ pursuant to paragraph (a)(2) of Rule 485
    
         If appropriate, check the following box:
   
|_|  this  Post-Effective  Amendment  designates  a  new  effective  date  for a
previously  filed  post-effective  amendment.  previously  filed  Post-Effective
Amendment
    

<PAGE>
5

Transamerica Premier Funds - Class A and Class M Shares

Prospectus: May 1, 1999


Equity Funds
Transamerica Premier Aggressive Growth Fund
Transamerica Premier Equity Fund
Transamerica Premier Index Fund
Transamerica Premier Small Company Fund
Transamerica Premier Value Fund

Combined Equity & Fixed Income Fund
Transamerica Premier Balanced Fund

Fixed Income Funds
Transamerica Premier Bond Fund
Transamerica Premier Cash Reserve Fund



















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



<PAGE>



Table of Contents

The Funds at a Glance                                                    2
Fees and Expenses                                             11
The Funds in Detail
         Transamerica Premier Aggressive Growth Fund                   13
         Transamerica Premier Equity Fund                              14
         Transamerica Premier Index Fund                               17
         Transamerica Premier Small Company Fund                       18
         Transamerica Premier Value Fund                               20
         Transamerica Premier Balanced Fund                   21
         Transamerica Premier Bond Fund                                23
         Transamerica Premier Cash Reserve Fund                        26
Investment Adviser                                                     27
Buying and Selling Shares                                              28
Your Guide To: Dividends & Capital Gains                               39
Your Guide To: Federal Taxes and Your Fund Shares                      40
Share Price                                                            41
Distribution Plan                                                      42
Year 2000 Issue                                                        42
Summary of Bond Ratings                                                43
Financial Highlights                                                   43
Additional Information and Assistance                                Back Cover



<PAGE>




The Funds at a Glance

The following is a summary of each Fund's  goals,  strategies,  risks,  intended
investors and performance. Each Fund has its own investment goal, strategies and
policies  designed  to meet  different  objectives.  The  Funds are  managed  by
Transamerica Investment Services,  Inc., or TIS. TIS has been managing funds for
employee pension plans since 1967 and is currently managing over $40 billion.

In the  performance  tables that follow,  performance is shown as average annual
total return, except for periods of one year or less, which assumes reinvestment
of dividends and distributions. We show the performance of the Investor Class of
each Fund  recalculated to reflect the fees and expenses of the A Shares and the
M Shares. We compare each Fund's performance to a broad-based  securities market
index.  Performance  figures for these indexes do not reflect any commissions or
fees,  which you would pay if you purchased the  securities  represented  by the
index. You cannot invest directly in these indexes. The performance data for the
indexes do not indicate the past or future performance of any Fund.

Transamerica Premier Aggressive Growth Fund

The Fund seeks to maximize long-term growth.

It invests  primarily in domestic  equity  securities  selected for their growth
potential  resulting  from  growing  franchises  protected  by high  barriers to
competition.   The  Fund  generally  invests  90%  of  its  total  assets  in  a
non-diversified   portfolio  of  domestic   equity   securities   of  any  size.
Non-diversified  means the Fund is allowed to invest a larger  percentage of its
assets in a single company than diversified funds.

Your principal risk in investing in this Fund is you could lose money. The value
of  equity  securities  can fall due to the  issuing  company's  poor  financial
condition or bad general economic or market conditions.  Since this Fund invests
in equities,  its  performance  may vary more than fixed income funds over short
periods. And since this Fund can invest a larger percentage of its assets in one
company than our other equity funds,  the poor results of one company can have a
greater negative impact on the Fund's performance.

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.

The following  performance  information provides some indication of the risks of
investing in the Fund by showing a chart of changes in performance  from year to
year and a table of average  annual total returns over the last ten years.  Past
performance is no guarantee of future results.

[GRAPHIC OMITTED]

o  Best calendar quarter:
         Class A: 43.19% for quarter ending 12/31/98
         Class M: 43.07% for quarter ending 12/31/98
o  Worst calendar quarter:
         Class A: -10.83% for quarter ending 9/30/98
         Class M: -10.83% for quarter ending 9/30/98

Average Annual Total Returns (as of 12/31/98)
                  1 year   5 years  10 yearsSince Inception
- -----------------------------------------------------------
Premier Aggressive
 Growth Fund, Class A      74.26%   --      --       64.88% (6/30/97)
Premier Aggressive
  Growth Fund, Class M     81.69%   --      --       69.37% (6/30/97)
S&P 500 Index*    28.58%   --       --      26.36% (6/30/97)
      The Standard  and Poor's 500 Index (S&P 500)  consists of 500 widely held,
publicly traded common stocks.

Transamerica Premier Equity Fund

The Fund seeks to maximize long-term growth.

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

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

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

The following  performance  information provides some indication of the risks of
investing in the Fund by showing a chart of changes in performance  from year to
year and a table of average  annual total returns over the last ten years.  Past
performance is no guarantee of future results.

[GRAPHIC OMITTED]
o  Best calendar quarter:
         Class A: 28.70% for quarter ending 6/30/97
         Class M: 28.62% for quarter ending 6/30/97
o  Worst calendar quarter:
         Class A: -14.48% for quarter ending 9/30/98
         Class M: % -14.61for quarter ending 9/30/98

Average Annual Total Returns (as of 12/31/98)
                  1 year   5 years  10 yearsSince Inception
Premier Equity Fund        26.77%   -       -        30.17% (10/2/95)
  Class A
Premier Equity Fund        31.97%   -       -        31.56% (10/2/95)
  Class M
S&P 500 Index*    28.58%   --       --      28.06% (10/2/95)
* The  Standard  and  Poor's 500 Index (S&P 500)  consists  of 500 widely  held,
publicly traded common stocks.



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  Index is  composed  of 500  common  stocks  that are  chosen by
Standard & Poor's Corporation.

Your principal risk in investing in this Fund is you could lose money. The value
of  equity  securities  can fall due to the  issuing  company's  poor  financial
condition or bad general economic or market conditions.  Since this Fund invests
in equities,  its  performance  may vary more than fixed income funds over short
periods.  Due to this Fund's wide diversification of investing in a large number
of companies,  its performance may vary less over short periods of time than our
other Funds.

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

The following  performance  information provides some indication of the risks of
investing in the Fund by showing a chart of changes in performance  from year to
year and a table of average  annual total returns over the last ten years.  Past
performance is no guarantee of future results.
[GRAPHIC OMITTED]
o  Best calendar quarter:
         Class A: 21.05% for quarter ending 12/31/98
         Class M: 21.03% for quarter ending 12/31/98
o  Worst calendar quarter:
         Class A: -10.01% for quarter ending 9/30/98
         Class M: -10.01% for quarter ending 9/30/98

Average Annual Total Returns (as of 12/31/98)
                  1 year   5 years  10 yearsSince Inception
Premier Index Fund         21.34%   -       -        25.31% (10/2/95)
  Class A
Premier Index Fund         26.60%   -       -        26.74% (10/2/95)
  Class M
S&P 500 Index*    28.58%   --       --      28.06% (10/2/95)
* The  Standard  and  Poor's 500 Index (S&P 500)  consists  of 500 widely  held,
publicly traded common stocks.

Transamerica Premier Small Company Fund

The Fund seeks to maximize long-term growth.

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

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

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.

The following  performance  information provides some indication of the risks of
investing in the Fund by showing a chart of changes in performance  from year to
year and a table of average  annual total returns over the last ten years.  Past
performance is no guarantee of future results.
[GRAPHIC OMITTED]
o  Best calendar quarter:
         Class A: 51.55% for quarter ending 12/31/98
         Class M: 51.34% for quarter ending 12/31/98
o  Worst calendar quarter:
         Class A: -15.64% for quarter ending 9/30/98
         Class M: -15.64% for quarter ending 9/30/98

Average Annual Total Returns (as of 12/31/98)
                    1 year   5 years  10 years Since Inception
- --------------------------------------------------------------
Premier Small
 Company Fund, Class A       70.72%   --       --    65.38% (6/30/97)
Premier Small
 Company Fund, Class M       77.91%   --       --    69.84% (6/30/97)
Russell 2000 Index* -2.55%   --       --         5.38% (6/30/97)

* The Russell 2000 Index  measures the  performance  of the 2,000  smallest U.S.
companies by market capitalization.



Transamerica Premier Value Fund

The Fund seeks to maximize capital appreciation.

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

Your principal risk in investing in this Fund is you could lose money. The value
of  equity  securities  can fall due to the  issuing  company's  poor  financial
condition or bad general economic or market conditions.  Since this Fund invests
in equities,  its  performance  may vary more than fixed income funds over short
periods.  To the extent this Fund invests in lower-rated bonds, it is subject to
a greater risk of loss of principal due to an issuer's  non-payment of principal
or  interest,  and its  performance  is subject to more  variance  due to market
conditions, than higher rated bond funds.

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

The following  performance  information provides some indication of the risks of
investing  in the Fund.  This Fund  started  on March  30,  1998,  so it had not
achieved one year of performance as of December 31, 1998. Past performance is no
guarantee of future results.
[GRAPHIC OMITTED]

      Best calendar quarter:
         Class A: 26.81% for quarter ending 12/31/98
         Class M: 26.65% for quarter ending 12/31/98
      Worst calendar quarter:
         Class A: -13.80% for quarter ending 9/30/98
         Class M: -13.80% for quarter ending 9/30/98
      Total  return for  Premier  Value  Fund,  Class A from  March 30,  1998 to
      December  31 1998 was 0.72% Total  return for  Premier  Value Fund Class M
      from March 30, 1998 to  December  31 1998 was 6.49%  Total  return for the
      Standard & Poor's 500 Index from March 30, 1998 to  December  31, 1998 was
      12.84%



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 of all sizes.
Generally  60% to 70% of the assets  are  invested  in  equities  following  the
Premier  Equity Fund  strategies,  and the  remaining  assets  invested in bonds
following the Premier Bond Fund strategies.

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

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

The following  performance  information provides some indication of the risks of
investing in the Fund by showing a chart of changes in performance  from year to
year and a table of average  annual total returns over the last ten years.  Past
performance is no guarantee of future results.
[GRAPHIC OMITTED]
o  Best calendar quarter:
         Class A: 21.72% for quarter ending 6/30/97
         Class M: 21.64% for quarter ending 6/30/97
o  Worst calendar quarter:
         Class A: -2.79% for quarter ending 12/31/97
         Class M: -2.85% for quarter ending 12/31/97

Average Annual Total Returns (as of 12/31/98)
                     1 year   5 years  10 years Since Inception
- ---------------------------------------------------------------
Premier Balanced Fund         22.45%   -        -    22.69% (10/2/95)
  Class A
Premier Balanced Fund         27.55%   -        -    24.02% (10/2/95)
  Class M
S&P 500 Index*       28.58%   --       --       28.06% (10/2/95)
Lehman Brothers
   Government/Corporate
      Bond Index**   9.47%    --       --       8.25% (10/2/95)

*  The Standard and Poor's 500 Index (S&P 500) consists of 500 widely held, 
publicly traded common stocks.
**  The  Lehman  Brothers  Government/Corporate  Bond  Index  is  a  broad-based
unmanaged index of 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 & Poor's Corporation.

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

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

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

The following  performance  information provides some indication of the risks of
investing in the Fund by showing a chart of changes in performance  from year to
year and a table of average  annual total returns over the last ten years.  Past
performance is no guarantee of future results.
[GRAPHIC OMITTED]
o  Best calendar quarter:
         Class A: 4.52% for quarter ending 9/30/95
         Class M: 4.46% for quarter ending 9/30/95
o  Worst calendar quarter:
         Class A: -3.80% for quarter ending 12/31/95
         Class M: -3.86% for quarter ending 12/31/95

Average Annual Total Returns (as of 12/31/98)
                  1 year   5 years  10 yearsSince Inception
Premier Bond Fund 4.17%    -        -       6.01% (10/2/95)
  Class A
Premier Bond Fund 8.20%    -        -       7.07% (10/2/95)
  Class M
Lehman Brothers
  Government/Corporate
  Bond Index*     9.47%    --       --      8.25% (10/2/95)
* 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 & Poor's Corporation.

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

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

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

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

The following  performance  information provides some indication of the risks of
investing in the Fund by showing a chart of changes in performance  from year to
year and a table of average  annual total returns over the last ten years.  Past
performance is no guarantee of future results.
[GRAPHIC OMITTED]
o  Best calendar quarter:
         Class A: 1.30% for quarter ending 9/30/95
         Class M: 1.24% for quarter ending 9/30/95
o  Worst calendar quarter:
         Class A: 1.19% for quarter ending 6/30/96
         Class M: 1.13% for quarter ending 6/30/96

Average Annual Total Returns (as of 12/31/98)*
                     1 year   5 years  10 years Since Inception
- ---------------------------------------------------------------
Premier Cash Reserve Fund     5.08%    -        -    5.07% (10/2/95)
  Class A
Premier Cash Reserve Fund     4.79%    -        -    4.80% (10/2/95)
  Class M
IBC First Tier Index**        4.96%    --       --   4.97% (10/2/95)
* You can get the 7-day current yield of the  Transamerica  Premier Cash Reserve
Fund by  calling  1-800-89-ASK-US.  **  IBC's  Money  Fund  ReportTM-First  Tier
represents  all taxable  money  market funds that meet the SEC's  definition  of
first tier securities contained in Rule 2a-7 under the Investment Company Act of
1940.



<PAGE>


Fees and Expenses

The table below  provides a breakdown of the expenses you may pay if you buy and
hold shares of these Funds.  There is a sales charge (load), but we may waive it
for qualifying investors.  Investors also pay fees and expenses incurred by each
Fund.

<TABLE>
<CAPTION>

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>                 <C>       
    Class A                         5.25%                 none                 none              none
    Class M                         1.00%                 none                 none              none
Small Company Fund
    Class A                         5.25%                 none                 none              none
    Class M                         1.00%                 none                 none              none
Equity Fund
    Class A                         5.25%                 none                 none              none
    Class M                         1.00%                 none                 none              none
Value Fund
    Class A                         5.25%                 none                 none              none
    Class M                         1.00%                 none                 none              none
Index Fund
    Class A                         5.25%                 none                 none              none
    Class M                         1.00%                 none                 none              none
Balanced Fund
    Class A                         5.25%                 none                 none              none
    Class M                         1.00%                 none                 none              none
Bond Fund
    Class A                         4.75%                 none                 none              none
    Class M                         1.00%                 none                 none              none
Cash Reserve Fund
    Class A                         none                  none                 none             5.25%3
    Class M                         none                  none                 none             1.00%3
- ----------------------------- ------------------ ----------------------- ----------------- -----------------

Annual Fund Operating Expenses (as a percent of average net assets)

- ---------------------------- -------------- --------------- --------------------- --------------------------
Transamerica Premier         Adviser Fee4     12b-1 Fee5      Other Expenses6     Total Operating Expenses7
Fund/Class
Aggressive Growth Fund
    Class A                      0.85%          0.35%              2.31%                    3.51%
    Class M                      0.85%          0.60%              2.67%                    4.12%
Small Company Fund
    Class A                      0.85%          0.35%              2.31%                    3.51%
    Class M                      0.85%          0.60%              2.86%                    4.31%
Equity Fund
    Class A                      0.85%          0.35%              0.74%                    1.94%
    Class M                      0.85%          0.60%              0.86%                    2.31%
Value Fund
    Class A                      0.75%          0.35%              2.39%                    3.49%
    Class M                      0.75%          0.60%              2.75%                    4.10%
Index Fund
    Class A                      0.30%          0.35%              3.06%                    3.71%
    Class M                      0.30%          0.60%              3.55%                    4.45%
Balanced Fund
    Class A                      0.75%          0.35%              6.21%                    7.31%
    Class M                      0.75%          0.60%              7.21%                    8.56%
Bond Fund
    Class A                      0.60%          0.35%              9.35%                   10.30%
    Class M                      0.60%          0.60%              10.93%                  12.13%
Cash Reserve Fund
    Class A                      0.35%          0.35%              0.87%                    1.57%
    Class M                      0.35%          0.60%              1.05%                    2.00%
- ---------------------------- -------------- --------------- --------------------- --------------------------
</TABLE>

The preceding tables summarize actual transaction  expenses and Adviser Fees and
anticipated  operating expenses for 1999. The purpose of the tables is to assist
you in  understanding  the varying  costs and expenses you will bear directly or
indirectly.

Example
The table below is to help you compare the cost of investing in these Funds with
the cost of investing in other mutual funds. These examples assume that you make
a one-time  investment of $10,000 in each Fund and hold your shares for the time
periods indicated. The examples assume that your investment has a 5% return each
year and that the Funds' operating  expenses remain the same as shown above. The
examples also assume payment of the maximum sales charge and  redemptions at the
end of each period.  The examples do not reflect  reinvestment  of dividends and
distributions  and assume no fees for IRA  accounts.  Costs are the same whether
you redeem at the end of any period or not.  Your actual  costs may be higher or
lower.
<TABLE>
<CAPTION>

- ----------------------------------------- ----------------- --------------- --------------- ----------------
Transamerica Premier  Fund8                    1 Year          3 Years         5 Years         10 Years
Aggressive Growth Fund
<S>                                             <C>             <C>             <C>             <C>   
    Class A                                     $860            $1,545          $2,251          $4,109
    Class M                                     $510            $1,340          $2,185          $4,363
Small Company Fund
    Class A                                     $860            $1,545          $2,251          $4,109
    Class M                                     $528            $1,393          $2,271          $4,517
Equity Fund
    Class A                                     $712            $1,102          $1,517          $2,670
    Class M                                     $332             $814           $1,323          $2,719
Value Fund
    Class A                                     $858            $1,540          $2,242          $4,092
    Class M                                     $508            $1,334          $2,176          $4,346
Index Fund
    Class A                                     $879            $1,600          $2,340          $4,276
    Class M                                     $542            $1,433          $2,333          $4,629
Balanced Fund
    Class A                                    $1,210           $2,532          $3,794          $6,702
    Class M                                     $932            $2,509          $3,976          $7,209
Bond Fund
    Class A                                    $1,430           $3,191          $4,770          $8,042
    Class M                                    $1,258           $3,332          $5,121          $8,590
Cash Reserve Fund
    Class A                                     $160             $496            $855           $1,867
    Class M                                     $203             $627           $1,078          $2,327
- ----------------------------------------- ----------------- --------------- --------------- ----------------
</TABLE>

You  should not  consider  the  information  contained  in the above  examples a
representation of future expenses.  The actual expenses may be more or less than
those shown.

1 Sales charges are reduced for purchases of $50,000 or more. The Funds may sell
the  Class A Shares at net asset  value to  certain  persons.  See  "Buying  and
Selling  Shares" on page 25. 2 A  contingent  deferred  sales charge of 1.00% is
assessed  on  redemptions  of Class A Shares and Class M Shares  made  within 24
months  following  their  purchases  made at net asset  value.  See  "Buying and
Selling  Shares" on page 25. 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.
The fee is 5.25% for all Funds except the Premier  Bond Fund which is 4.75%..  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 7 below.  See "Adviser Fee" on page 34 for  additional  information.  5
After a substantial period, these expenses 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  "Administrator" on page 31. Other expenses include expenses
not  covered by the  adviser  fee or the 12b-1 Fee.  Expenses  for all Funds are
based on actual  expenses  incurred  during 1998. 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:  1.50%/1.75% for
the Aggressive Growth Fund,  1.50%/1.75% for the Small Company Fund, 1.60%/1.85%
for the Equity Fund,  1.30%/1.55% for the Value Fund,  0.50%/0.75% for the Index
Fund,  1.55%/1.80%  for the Balanced  Fund,  1.40%/1.65%  for the Bond Fund, and
0.60%/0.85% 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. 8 The expenses in the example assume no fees for IRA or SEP accounts.





<PAGE>





The Funds in Detail

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

Premier Aggressive Growth Fund

Ticker Symbol, Investor Shares: TPAGX

Goal
Our goal is to maximize long-term growth.

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

The Investment Adviser's equity management team selects U.S. companies showing:
o  Strong potential for steady growth
o  High barriers to competition

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

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

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

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



Premier Equity Fund

Ticker Symbol, Investor Shares: TEQUX

Goal
Our goal is to maximize long-term growth.

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

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

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

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

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

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




Premier Index Fund

Ticker Symbol, Investor Shares: TPIIX

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

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

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

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

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

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


Premier Small Company Fund

Ticker Symbol, Investor Shares: TPSCX

Goal
Our goal is to maximize long-term growth.

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

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

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

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

We may also invest in debt securities.

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

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




Premier Value Fund
Ticker Symbol, Investor Shares: TPVIX

Goal
Our goal is to maximize capital appreciation.

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

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

To achieve our goal,  we may invest in  securities  issued by  companies  of all
sizes.  Generally,  however we will invest in the securities of companies  whose
market  capitalization  (total market value of publicly  traded  securities)  is
greater than $500 million.  There are no pre-set percentages of stocks, bonds or
cash  equivalents  or other  securities  we must invest in at any given time. In
pursuit of our goal,  we  consider:  o The  fundamental  outlook for the line of
business  in which the  company  is  engaged o The  valuation  of the  company's
securities compared to those of its competitors

Since we invest in  securities  that we  believe  to be priced  lower than their
intrinsic value, this Fund's portfolio will likely include  securities issued by
companies that are reorganizing or  restructuring,  or which are facing, or have
recently emerged from reorganization or restructuring.

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

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

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

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





Premier Balanced Fund
Ticker Symbol, Investor Shares: TBAIX

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

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

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

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

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

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

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

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





Premier Bond Fund
Ticker Symbol, Investor Shares: TPBIX

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

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

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

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

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

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

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

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

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










Premier Cash Reserve Fund
Ticker Symbol, Investor Shares: TPCXX

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

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

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

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

Policies
Bank  obligations  purchased  for the Fund are limited to U.S. or foreign  banks
with  total  assets of $1.5  billion  or more.  Similarly,  savings  association
obligations  purchased for the Fund are limited to U.S. savings banks with total
assets of $1.5 billion or more. Foreign  securities  purchased for the Fund must
be issued by foreign governments,  agencies or instrumentalities,  or banks that
meet the minimum $1.5 billion  capital  requirement.  These foreign  obligations
must also meet the same quality requirements as U.S. obligations. The commercial
paper  and  other  short-term  corporate  obligations  we buy for the  Fund  are
determined by the Investment Adviser to present minimal credit risks.

Risks
The interest rates on short-term  obligations  held in the Fund's portfolio will
vary,  rising or falling with short-term  interest rates  generally.  The Fund's
yield will tend to lag behind general changes in interest rates.  The ability of
the Fund's yield to reflect  current market rates will depend on how quickly the
obligations  in its  portfolio  mature  and how  much  money  is  available  for
investment at current  market  rates.  The Fund is also subject to the risk that
the issuer of a security in which the Fund invests may fail to pay the principal
or interest  payments  when due. This will lower the return from , and the value
of, the security,  which will lower the  performance  of the Fund. To the extent
this Fund invests in foreign securities, it is subject to currency fluctuations,
changing political and economic climates and potentially less liquidity.

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



Investment Adviser

The Funds' Investment Adviser is Transamerica Investment Services, Inc. 
1150 South Olive Street, Suite 2700, Los Angeles, CA
90015. The Investment Adviser's duties include, but are not limited to:
o  Supervising and managing the investments of each Fund
o Ensuring that investments follow each Fund's investment objective, strategies,
and policies, and comply with government regulations

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

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

Transamerica  Premier  Aggressive  Growth Fund and  Transamerica  Premier  Small
Company Fund

Primary Manager since Funds' inception:  Philip Treick,  Vice President and Fund
Manager,  Transamerica Investment Services. Also manages Transamerica Aggressive
Growth and Transamerica Small Company Funds. B.S.,  University of South Florida.
Joined Transamerica in 1988.

Co-Manager  since 1998:  Christopher J.  Bonavico,  Assistant Vice President and
Fund Manager,  Transamerica  Investment  Services.  Managed Transamerica Premier
Index Fund from inception to 1998.  Also manages  Transamerica  Value Fund since
1998. B.S., University of Delaware. Joined Transamerica in 1993.

Transamerica Premier Equity Fund

Primary  Manager since 1998:  Jeffrey S. Van Harte,  C.F.A.,  Vice President and
Senior Fund Manager, Transamerica Investment Services. Also manages Transamerica
Equity Fund since 1998 and Transamerica VIF Growth Portfolio since 1984. Managed
the Transamerica  Balanced Fund from 1993 to 1998 and the  Transamerica  Premier
Balanced Fund from 1995 to 1998.  Member of San  Francisco  Society of Financial
Analysts. B.A., California State University at Fullerton. Joined Transamerica in
1980.

Co-Manager since 1998: Philip Treick (see above).

Transamerica Premier Index Fund

Primary Manager since 1998: Lisa L. Hansen,  Assistant Vice President and Senior
Trader, Transamerica Investment Services. Also manages Transamerica Equity Index
Fund since 1998.  B.A.,  University of California at Santa Cruz.  Senior Trader,
Husic Capital Management, 1988-1997. Joined Transamerica in 1997.

Co-Manager since 1998: Christopher J. Bonavico (see left).

Transamerica Premier Value Fund

Primary Manager since 1998: Christopher J. Bonavico (see left).

Co-Manager since 1998: Jeffrey S. Van Harte (see left).
Transamerica Premier Balanced Fund

Primary  Manager since 1998: Gary U. Rolle,  C.F.A.,  Executive Vice President &
Chief  Investment  Officer,   Transamerica   Investment  Services.   Chairman  &
President,  Transamerica Income Shares.  Chief Investment Officer,  Transamerica
Occidental  Life  and  Transamerica  Life  Insurance  &  Annuity.  Also  manages
Transamerica  Balanced Fund since 1998.  Former member of the Board of Governors
of the Los Angeles Society of Financial Analysts. B.S., University of California
at Riverside. Joined Transamerica in 1967.

Co-Manager since 1998: Stephen J. Ahearn, C.F.A., Vice President and Director of
Research,  Transamerica  Investment  Services.  B.S.  , Boston  College.  Senior
Associate- Municipal Bonds, General Electric Investment Corporation,  1991-1994.
Joined Transamerica in 1994.

Co-Manager since 1998: Christopher J. Bonavico (see left).

Transamerica Premier Bond Fund

Primary Manager since 1998:  Matthew W. Kuhns, CFA, Vice President and Portfolio
Manager,  Transamerica  Investment Services.  Also manages the Transamerica Bond
Fund, since 1998. Was co-manager of the  Transamerica  Premier Bond Fund and the
Transamerica  Bond  Fund.  Member  of the  Bond  Club  of Los  Angeles.  M.B.A.,
University of Southern  California.  B.A.,  University of California,  Berkeley.
Joined Transamerica in 1991.

Co-Manager since 1999:  Heidi Y. Hu, CFA, Vice President and Portfolio  Manager,
Transamerica  Investment  Services.  Also manages the Transamerica Income Shares
and co-manages the Transamerica Bond Fund, since 1999.  Portfolio Manager,  Arco
Investment Management Company, 1994-1998.  M.B.A., University of Chicago. Joined
Transamerica in 1998.

Transamerica Premier Cash Reserve Fund

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

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


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


<PAGE>





                                                     Total
Transamerica     Management   Distribution Other     Operating
Premier Fund     Fee          (12b-1) Fee1 Expenses  Expenses
- ---------------------------------------------------------------
Aggressive       0.85%        0.25%        0.50%     1.60%
Growth
Equity           0.85%        0.25%        0.32%     1.42%
Index            0.30%        0.10%        0.74%     1.14%
Small Company    0.85%        0.25%        0.49%     1.59%
Value            0.75%        0.25%        1.21%     2.21%
Balanced         0.75%        0.25%        0.43%     1.43%
Bond             0.60%        0.25%        0.62%     1.47%
Cash Reserve     0.35%        0.00%        0.38%     0.73%


The Investment Adviser is currently waiving the adviser fee for the Transamerica
Premier Index Fund and the Transamerica  Premier Cash Reserve Fund. It may waive
some or all of these fees from time to time at its discretion. Such waivers will
increase a Fund's return.  This is intended to make the Funds more  competitive.
The Investment Adviser may terminate this practice at any time.


Buying and Selling Shares

Buying Class A Shares
An investor  who  purchases  Class A Shares pays an initial  sales charge at the
time of  purchase.  As a result,  Class A Shares are not  subject to any charges
when they are  redeemed,  except for  certain  sales at net asset value that are
subject to a contingent  deferred sales charge  ("CDSC").  Certain  purchases of
Class A Shares  qualify for reduced sales  charges.  Class A Shares bear a lower
12b-1 fee than Class M Shares.

The public  offering price of Class A Shares is the net asset value plus a sales
charge that varies depending on the size of your investment.

                           Investment Amount
Sales Charge      Under                        $50,000 to           $100,000 to
Per Fund          $50,000                      $ 99,999              $249,999
- -------------------------------------------------------------------------------
Premier Aggressive
 Growth           5.25%*/5.54%**               4.50%/4.71%    3.50%/3.63%
Premier Small
 Company            5.25%*/5.54%**      4.50%/4.71%       3.50%/3.63%
Premier Equity      5.25%*/5.54%**      4.50%/4.71%       3.50%/3.63%
Premier Value       5.25%*/5.54%**      4.50%/4.71%       3.50%/3.63%
Premier Index       5.25%*/5.54%**      4.50%/4.71%       3.50%/3.63%
Premier Balanced    5.25%*/5.54%**    4.50%/4.71%         3.50%/3.63%
Premier Bond        4.75%*/4.99%**    4.00%/4.17%         3.25%/3.36%
Premier Cash
 Reserve          none           none          none






                                    Investment Amount
Sales Charge        $250,000 to             $500,000 to
Per Fund            $499,999                $999,999
- ----------------------------------------------------
Premier Aggressive
 Growth             2.50%/2.56%     2.00%/2.04%
Premier Small
 Company            2.50%/2.56%     2.00%/2.04%
Premier Equity                      2.50%/2.56%      2.00%/2.04%
Premier Value                       2.50%/2.56%      2.00%/2.04%
Premier Index                       2.50%/2.56%      2.00%/2.04%
Premier Balanced                    2.50%/2.56%      2.00%/2.04%
Premier Bond                        2.50%/2.56%      1.75%/1.78%
Premier Cash Reserve     none       none
* Sales charge as a percentage of offering price
** Sales charge as a percentage of net amount invested

There is no sales charge on purchases of Class A Shares of $1 million or more or
purchases by qualified  retirement  plans with at least 200 eligible  employees.
However, a CDSC of 1.0% will be imposed upon redemptions of any shares purchased
at net asset value within two years after initial purchase,  except  redemptions
by qualified  retirement plans for plan benefits.  Shares purchased by investors
investing  $1 million or more in Class A Shares  whose  broker-dealer  of record
waived  its  commission  with the  approval  of  Transamerica  Securities  Sales
Corporation are not subject to the CDSC.

In determining  whether a CDSC is payable,  we will redeem shares not subject to
any charge  first.  Then we will  redeem  shares  held  longest  during the CDSC
period.  We will base any CDSC on the lower of the shares'  cost and current net
asset value. We will redeem any shares acquired by reinvestment of distributions
without a CDSC.

Transamerica Securities Sales Corporation ("TSSC" or the "Distributor") receives
all sales charges and pays appropriate  amounts to qualifying  broker-dealers to
compensate  them for  services  provided  in  connection  with  sales of Class A
Shares. Following are the commissions paid to broker-dealers on sales of Class A
Shares:

Amount of Investment
Broker-Dealer Commission    Under    $50,000 to       $100,000 to
By Fund                          $50,000          $99,999           $249,999
- -------------------------------------------------------------------------------
Premier Aggressive
 Growth                   4.50%             3.75%             2.75%
Premier Small
 Company                  4.50%          3.75%          2.75%
Premier Equity            4.50%             3.75%          2.75%
Premier Value             4.50%             3.75%          2.75%
Premier Index             4.50%             3.75%          2.75%
Premier Balanced          4.50%             3.75%          2.75%
Premier Bond              4.00%             3.25%          2.50%
Premier Cash Reserve      none      none             none







                                                  Amount of Investment
Broker-Dealer Commission   $250,000 to      $500,000 to
By Fund                                     $499,999                   $999,999
- -------------------------------------------------------------------------------
Premier Aggressive
 Growth                    1.75%                     1.25%
Premier Small
 Company                                1.75%                 1.25%
Premier Equity                              1.75%                      1.25%
Premier Value                               1.75%                      1.25%
Premier Index                               1.75%                      1.25%
Premier Balanced                        1.75%                 1.25%
Premier Bond                                1.75%                      1.00%
Premier Cash Reserve       none         none

Qualified investors,  including qualified retirement plans,  initially investing
more than $1 million  in the Funds  receive  Class A Shares at net asset  value.
TSSC pays  commissions  on sales at net asset  value at the rate of 1.00% of the
first $2 million, 0.80% of the next $1 million and 0.50% thereafter on all Funds
except the Premier Cash Reserve Fund.

Buying Class M Shares
An investor  who  purchases  Class M Shares pays an initial  sales charge at the
time of  purchase  that is lower  than the sales  charge  applicable  to Class A
Shares.  Certain  purchases of Class M Shares qualify for reduced sales charges.
Class M  Shares  incur a 12b-1  fee  that is  higher  than  Class A  Shares.  In
addition,  we will  impose a CDSC of 1.0% on any shares  purchased  at net asset
value,  including those purchased by qualified retirement plans, redeemed within
two years after initial  purchase.  Class M Shares do not convert into any other
class of shares.

In determining  whether a CDSC is payable,  we will redeem shares not subject to
any charge  first.  Then we will  redeem  shares  held  longest  during the CDSC
period.  We will base any CDSC on the lower of the shares'  cost and current net
asset value. We will redeem any shares acquired by reinvestment of distributions
without a CDSC.

The public  offering price of Class M Shares is the net asset value plus a sales
charge that varies depending on the size of your investment.

                                    Investment Amount
Sales Charge                  Under                  $250,000
Per Fund                      $250,000               and Above
- --------------------------------------------------------------
Premier Aggressive Growth    1.00*/1.01%**           - - /  - -
Premier Small Company        1.00*/1.01%**           - - /  - -
Premier Equity               1.00*/1.01%**           - - /  - -
Premier Value                1.00*/1.01%**           - - /  - -
Premier Index                1.00*/1.01%**           - - /  - -
Premier Balanced             1.00*/1.01%**           - - /  - -
Premier Bond                 1.00*/1.01%**           - - /  - -
Premier Cash Reserve          none             none
* Sales charge as a percentage of offering price
** Sales charge as a percentage of net amount invested

Qualified  retirement plans with at least a $250,000 initial investment may also
purchase Class M Shares at net asset value, without an initial sales charge.

TSSC  receives  all sales  charges and pays  appropriate  amounts to  qualifying
broker-dealers to compensate them for services provided in connection with sales
of Class M Shares. Following are the commissions paid to broker-dealers on sales
of Class M Shares:
                                 Amount of Investment
Broker-Dealer Commission      Under                  $250,000
Per Fund                      $250,000               and Above
- --------------------------------------------------------------
Premier Aggressive Growth     0.90%                      0.50%
Premier Small Company         0.90%                      0.50%
Premier Equity                0.90%                      0.50%
Premier Value                 0.90%                      0.50%
Premier Index                 0.90%                      0.50%
Premier Balanced              0.90%                      0.50%
Premier Bond                  0.90%                      0.50%
Premier Cash Reserve          none                   none

Additional Considerations
We provide additional allowances for the combined purchase privilege, cumulative
quantity discount (right of accumulation),  and statement of intent. And certain
purchases  are not subject to the  contingent  deferred  sales  charge.  See the
Statement of Additional Information for more details.

TSSC will from time to time,  at its  expense,  provide  additional  promotional
incentives or payments to  broker-dealers  that sell shares of the  Transamerica
Premier  Funds.  These  incentives  or payments may include  payments for travel
expenses,  including lodging, incurred in connection with trips taken by invited
registered representatives to locations within and outside the United States for
meetings or seminars of a business nature.  In some instances,  these incentives
or payments may be offered only to certain  broker-dealers  who have sold or may
sell  significant  amounts of shares.  Certain  broker-dealers  may not sell all
classes of shares.

TSSC may suspend or modify such  payments to  broker-dealers.  The  payments are
subject to the  continuation  of the relevant  distribution  plan,  the terms of
service agreements between broker-dealers and TSSC. They are also subject to any
applicable  limits imposed by the National  Association  of Securities  Dealers,
Inc.

Which Class is Best for You?
The decision as to which class of shares provides a more suitable investment for
an investor  depends on a number of factors,  including  the amount and intended
length of the  investment.  Consult  your broker for details  about the combined
purchase privilege,  cumulative quantity discount, statement of intention, group
sales plan, qualified retirement plans and other exceptions.  The Funds may sell
Class A and Class M Shares at net asset value without an initial sales charge or
a CDSC to certain qualified groups.
Descriptions are included in the Statement of Additional Information.



<PAGE>


Investment Guidelines
      The minimum  initial  investment  is $10,000,  except that the minimum for
      IRAs is $250. We waive this minimum for qualified retirement plans.
      The  investment  must be a  specified  dollar  amount.  We  cannot  accept
     purchase requests specifying a certain price, date, or number of shares.
      The price you pay for your shares will be based on the next determined net
      asset value after your purchase  order is received.  The Company  reserves
      the  right  to  reject  any  application  or  investment.   There  may  be
      circumstances when the Company will not
     accept new investments in one or more of the Funds.

Selling Shares
You can sell, or redeem,  your shares to us at any time.  You'll receive the net
asset value next determined after your redemption request is received,  assuming
all  requirements  have been met. The  redemption may be subject to a contingent
deferred sales charge.

Generally we mail  redemptions made by check on the second business day after we
receive your request, but not later than seven days afterwards.

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

If you request a redemption  shortly after a recent check purchase,  we may hold
the  redemption  proceeds  beyond  seven  days.  We will  only hold it until the
purchase check clears, which may take up to 15 days.

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

If you request to redeem shares in an IRA or 403(b) plan,  you must also give us
an IRS Form  W4-P  (pension  income  tax  withholding  form)  and a  reason  for
withdrawal. We can provide this form. This is required by the IRS.

Exchanging Shares
You can exchange shares in any Fund for shares of any other Fund within the same
class.  You can  exchange  your  shares  of the  same  class  of  certain  other
Transamerica Premier Funds at net asset value.

If you exchange shares subject to a contingent deferred sales charge (CDSC), the
transaction will not be subject to the CDSC. However, when you redeem the shares
acquired  through  the  exchange,  the  redemption  may be  subject  to a  CDSC,
depending  upon  when you  originally  purchased  the  shares.  The CDSC will be
computed  using the  schedule of any Fund into or from which you have  exchanged
your shares that would result in your paying the highest CDSC applicable to your
class of shares. For purposes of computing the CDSC, the length of time you have
owned your shares will be measured  from the date of original  purchase and will
not be affected by any exchange.

Exchange Guidelines
      An exchange is treated as a sale of shares from one Fund and the  purchase
     of shares in another Fund. Exchanges are taxable events.

      Exchanges  into or out of the  Funds are made at the next  determined  net
     asset value per share after all necessary  information  for the exchange is
     received.

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

Information About Your Account and the Funds
You will receive a consolidated, quarterly statement of your account showing all
transactions  since the  beginning  of the  current  quarter.  You can request a
statement  of your  account  activity at any time.  Also,  each time you invest,
redeem,  transfer or exchange  shares,  you will receive a  confirmation  of the
transaction.

You will receive an annual report that includes audited financial statements for
the fiscal year ended December 31. It will include a list of securities owned by
each Fund on that date. You will also receive a semi-annual report that includes
unaudited  financial  statements  for the six months ended June 30. It will also
include a list of securities owned by each Fund on that date.

You will  receive a new  Prospectus  each  year.  The  Statement  of  Additional
Information is also revised each year. You can receive a Statement of Additional
Information by request only.


Your Guide To: Dividends & Capital Gains

Investment  income  generated  by our Funds  consists of  dividends  and capital
gains. Substantially all of this income is distributed to our shareholders. As a
shareholder, you can receive distributions of dividends and capital gains in any
of three ways.

Your Distribution Options:
Reinvesting  allows you to buy additional shares of the
same Fund or any other Fund of your choice with the investment  income generated
by your current Fund.

Cash & Reinvesting  allows you to choose  either your  dividends or your capital
gains to be paid to you in cash.  The other source of investment  income will be
reinvested in the same Fund or any other Fund of your choice.

All Cash  allows you to have both  dividends  and  capital  gains paid to you in
cash.

Unless you specify  another  option,  we will  reinvest all your  dividends  and
capital gains  distributions in additional shares of the same Fund from which it
was earned.


How, When & At What Price

Distributions:
o Are made on a per share  basis to  shareholders  of record of a Fund as of the
distribution date of that Fund, regardless of how long the shares have been held
o Capital gains, if any, are generally  distributed  annually for all Funds o If
you buy shares just before or on a record date,  you will pay the full price for
the  shares  and then you may  receive a portion  of the price back as a taxable
distribution

Dividend Payment Schedules:

Fund                                When It Pays
Premier Aggressive Growth Fund      Annually
Premier Equity Fund                 Annually
Premier Index Fund                          Annually
Premier Small Company Fund Annually
Premier Value Fund                  Annually
Premier Balanced Fund               Annually
Premier Bond Fund                   Monthly
Premier Cash Reserve Fund           Monthly

Facts About The Premier Cash Reserve Fund:
o  Dividends on this Fund are determined daily but paid monthly
o You will begin earning Premier Cash Reserve dividends on the day your purchase
is  effective o You will earn  dividends  on the day you request  redemption  by
telephone


Your Guide To: Federal Taxes And Your Fund Shares

Dividends  and short  term  capital  gains paid by a Fund will be taxable to its
shareholders as ordinary income whether reinvested or paid in cash.

Long term  capital  gains  distributions  paid by a Fund will be  taxable to its
shareholders as long term capital gains,  regardless of how long the shares have
been held, whether reinvested or paid in cash.

Corporate   dividends-received  deduction  To  the  extent  that  a  Fund  earns
qualifying  dividends,  a  portion  of  the  dividends  paid  to  its  corporate
shareholders may qualify for the corporate dividends-received deduction.

Annual tax reporting  documentation After each calendar year, we will notify you
of the amount and type of distributions  you received from each Fund for Federal
tax purposes.

For IRAs and pension  plans,  dividends and capital gains are reinvested and not
taxed until you receive a qualified distribution.

Purchases  just prior to  distributions  If you are  planning to buy shares of a
Fund just prior to its  scheduled  distribution  of dividends or capital  gains,
please call  1-800-89-ASK-US for information on tax considerations  before doing
so. Purchasing shares at such times will result in a taxable event which you may
wish to avoid.

Redemptions and exchanges of shares are taxable events which may represent gains
or losses for you.

Tax  Treatment  of Pension and  Retirement  Savings  Programs Tax rules vary for
participants and beneficiaries of these plans,  including IRAs, depending on the
terms and  conditions of each plan. In general,  distributions  from these plans
are taxed as ordinary income.  Special  favorable tax treatment may be available
for certain types of contributions and  distributions.  Adverse tax consequences
may  result  from  contributions  in excess  of  specified  limits,  such as: a)
distributions   prior  to  age  59  1/2  (subject  to  certain   exceptions)  b)
distributions  that  do  not  conform  to  specified  commencement  and  minimum
distribution  rules c) aggregate  distributions  in excess of a specified annual
amount d) other special circumstances

Other Taxes
State and Local Taxes In addition to federal taxes,  you may be subject to state
and local taxes on payments received from the Funds.

Possible  Partial  Dividend  Exemptions  Depending on your state's tax rules,  a
portion of  dividends  paid by a Fund that come from direct  obligations  of the
U.S.  Treasury and certain  Federal  agencies may be exempt from state and local
taxes.

Your Tax Adviser Check with your own tax adviser  regarding  specific  questions
regarding Federal, state and local taxes.


Share Price

How Share Price Is Determined
The price at which shares are purchased or redeemed is the net asset value (NAV)
that is next calculated following receipt of the order. The NAV is calculated by
subtracting the Fund's liabilities from its total assets and dividing the result
by the total number of shares outstanding.

Fund securities traded on a domestic securities exchange or NASDAQ are valued at
the last sale price on that  exchange on the day the  valuation  is made.  If no
sale is reported,  the mean of the last bid and asked prices is used. Securities
traded over-the-counter are valued at the mean of the last bid and asked prices.
When market  quotations  are not readily  available  or the  Investment  Adviser
believes it is appropriate, securities and other assets are valued at fair value
pursuant to procedures adopted by the Fund's Board of Directors.

All  securities  held by the  Transamerica  Premier Cash Reserve  Fund,  and any
short-term  investments of the other Funds with maturities of 60 days or less at
the time of purchase,  are valued on the basis of amortized cost. Amortized cost
requires  constant   amortization  to  maturity  of  any  discount  or  premium,
regardless of the effect of movements in interest rates.

When Share Price Is Determined
Except for the  Transamerica  Premier Cash Reserve Fund,  the net asset value of
each Fund is determined only on days that the New York Stock Exchange (Exchange)
is open.  The net asset value of the  Transamerica  Premier Cash Reserve Fund is
determined only on days that the Federal Reserve is open.

Investments or redemption  requests received before the close of business on the
Exchange,  usually 4:00 p.m. eastern time, receive the share price determined at
the close of the Exchange that day. Investments and redemption requests received
after  the  Exchange  is  closed  receive  the  share  price at the close of the
Exchange the next day the Exchange is open.  Investments and redemption requests
by telephone are deemed received when the telephone call is received.


Distribution Plan
Each  Fund  makes  payments  to TSSC  according  to a plan  adopted  to meet the
requirements of Rule 12b-1 under the Investment Company Act of 1940, as amended.
The  following  fees accrue daily and are based on an annual  percentage  of the
daily average net assets.

                           12b-1 Fees
Fund                                Class A          Class M
Premier Aggressive Growth  0.35%            0.60%
Premier Small Company               0.35%            0.60%
Premier Equity                      0.35%            0.60%
Premier Value                       0.35%            0.60%
Premier Index                       0.35%            0.60%
Premier Balanced                    0.35%            0.60%
Premier Bond                        0.35%            0.60%
Premier Cash Reserve                0.35%            0.60%

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

From time to time, and for one or more Funds,  the  Distributor may waive all or
any portion of these fees at its discretion.

TSSC makes periodic payments equal to .25% on Class A assets and .50% on Class M
assets to qualifying broker-dealers,  certain financial institutions, or certain
financial  intermediaries to compensate them for services provided in connection
with sales of Class A and Class M Shares.  The payments are based on the average
net asset value of Class A or Class M Shares of the Fund which are  attributable
to   shareholders,   including   qualified   retirement   plans,  for  whom  the
broker-dealers are designated as the broker-dealer of record.

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

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

Summary of Bond Ratings
Following  is a  summary  of the  grade  indicators  used  by  two  of the  most
prominent,  independent  rating agencies (Moody's  Investors  Service,  Inc. and
Standard & Poor's  Corporation)  to rate the  quality  of bonds.  The first four
categories are generally  considered  investment quality bonds. Those below that
level are of lower quality, commonly referred to as "junk bonds."
                                                  Standard
Investment Grade                   Moody's        & Poor's
- ----------------------------------------------------------
Highest quality                    Aaa            AAA
High quality                       Aa             AA
Upper medium                       A              A
Medium, speculative features       Baa            BBB
Lower Quality
- -------------
Moderately speculative             Ba             BB
Speculative                        B              B
Very speculative                   Caa            CCC
Very high risk                     Ca             CC
Highest risk, may not be
    paying interest                               C           C
In arrears or default                             C           D


<PAGE>





Financial Highlights

The  following  information  is  intended  to help  you  understand  the  Funds'
financial  performance  since their  inception.  The total  returns in the table
represent the rate the investor would have earned (or lost) in that year on that
Fund, assuming reinvestment of all dividends and distributions. This information
has been audited by Ernst & Young LLP, independent certified public accountants,
covering the fiscal years ended  December 31,  1995,  1996,  1997 and 1998.  You
should  read  this   information   along  with  the  financial   statements  and
accompanying  notes in the annual report. You can get more information about the
Funds'  performance in the annual report.  See the back cover to find out how to
get this report.
<TABLE>
<CAPTION>

                                     Transamerica TransamericTransamericTransamericTransamericTransamericTransamericTransamerica
                                       Premier     Premier    Premier    Premier    Premier    Premier    Premier    Premier
                                      Aggressive  Small        Equity     Value      Index     Balanced     Bond    Cash
                                                   Company                                                           Reserve
                                     Growth Fund     Fund       Fund       Fund       Fund       Fund       Fund       Fund
                                     ------------------------------------------------------------------------------------------
                                       Class A     Class A    Class A    Class A    Class A    Class A    Class A    Class A
                                     ------------------------------------------------------------------------------------------
                                     Period Ended Period     Period     Period     Period     Period     Period     Period
                                                    Ended      Ended      Ended      Ended      Ended      Ended      Ended
                                     December 31, December   December   December   December   December   December   December
                                                     31,        31,        31,        31,        31,        31,        31,
                                        1998*       1998*      1998*      1998*      1998*      1998*      1998*      1998*
- -------------------------------------------------------------------------------------------------------------------------------
Net Asset Value
<S>                                        <C>        <C>        <C>         <C>       <C>        <C>        <C>         <C>  
Beginning of period                        $17.55     $17.20     $22.86      $9.71     $17.59     $17.99     $10.32      $1.00
                                     ------------------------------------------------------------------------------------------

Operations:
Net investment income (loss)1              (0.11)     (0.08)     (0.16)     (0.02)       0.19       0.18       0.29       0.02
Net realized and unrealized gain             4.97       4.87       2.09       0.92       1.39       1.87       0.19          -
Total from investment operations             4.86       4.79       1.93       0.90       1.58       2.05       0.48       0.02
                                     ------------------------------------------------------------------------------------------

Dividdends/Distributions
  to Shareholders:
Net investment income                         ---        ---        ---     (0.02)     (0.27)     (0.17)     (0.29)     (0.02)
Net realized gains                            ---        ---        ---        ---     (0.28)     (0.62)     (0.11)        ---
Total dividends/distributions                 ---        ---        ---     (0.02)     (0.55)     (0.79)     (0.40)     (0.02)
                                     ------------------------------------------------------------------------------------------

Net Asset Value
End of period                              $22.41     $21.99     $24.79     $10.59     $18.62     $19.25     $10.40      $1.00
                                     ------------------------------------------------------------------------------------------

Total Return2                              27.69%     27.85%      8.44%      9.31%      8.94%     11.41%      4.80%      2.50%
                                     ------------------------------------------------------------------------------------------

Ratios and Supplemental Data:
Expenses to average net assets:
  After reimbursement/fee waiver t          1.50%      1.50%      1.60%      1.30%      0.50%      1.55%      1.40%      0.60%
  Before reimbursement/fee waiver t      2091.85%   2146.03%   2133.52%   2553.76%   2141.94%   2068.27%   2353.12%   2413.01%
Net investment income (loss), after
  reimbursement/fee waiver t              (1.07%)    (0.79%)    (1.26%)    (0.42%)      2.04%      1.73%      5.66%      4.85%
Portfolio turnover rate                       32%        26%        59%        72%        32%        32%       165%         0%
Net assets, end of period
  (in thousands)                               $1         $1         $1         $1         $1         $1         $1         $1
                                     ------------------------------------------------------------------------------------------
</TABLE>

t Annualized

* Inception (Class A) - June 30, 1998

1 Net investment loss is after waiver of fees by the Investment Adviser and 
reimbursement of certain expenses by the
Administrator (Note 2). If the Investment Adviser had
  not  waived  fees  and the  Administrator  had not  reimbursed  expenses,  net
investment  loss per share would have been $(221.25) for the  Aggressive  Growth
Fund, $(212.68) for the
  Small  Company Fund,  $(269.96)  for the Equity Fund,  $(116.09) for the Value
Fund,  $(203.55) for the Index Fund,  $(214.50) for the Balanced Fund, $(120.85)
for the Bond Fund,
  and $(12.31) for the Cash Reserve Fund for the period ended December 31, 1998.

2 Total return represents aggregate total return for the period indicated and is
not annualized, for periods less than one year.


<PAGE>

<TABLE>
<CAPTION>


                             Transamerica TransamericaTransamerica Transamerica Transamerica Transamerica Transamerica Transamerica
                                Premier      Premier     Premier      Premier      Premier      Premier      Premier      Premier
                               Aggressive     Small       Equity       Value        Index       Balanced       Bond     Cash Reserve
                                                 Company
                                  Growth Fund     Fund         Fund         Fund         Fund         Fund         Fund         Fund
                            ------------------------------------------------------------------------------------------------------
                                 Class M      Class M     Class M      Class M      Class M      Class M      Class M      Class M
                                  ------------------------------------------------------------------------------------------------
                           Period Ended   Period    Period Ended Period Ended Period Ended Period Ended Period Ended Period Ended
                                                  Ended
                                  December         31,  December   December  31,
                                                   December  31,   December  31,
                                                   December  31,   December  31,
                                                   December 31, 31,
                                     1998*        1998*       1998*        1998*        1998*        1998*        1998*        1998*
- -----------------------------------------------------------------------------------------------------------------------------------
Net Asset Value
<S>                                  <C>         <C>          <C>           <C>         <C>          <C>          <C>           <C>
Beginning of period                $17.55      $17.20       $22.86        $9.71       $17.59       $17.99       $10.32        $1.00
                             -------------------------------------------------------------------------------------------------------

Operations:
Net investment income (loss)1           (0.18)      (0.14)       (0.25)       (0.05)         0.16         0.14         0.28   0.02
Net realized and unrealized gain          5.02        4.90         2.12         0.94         1.41         1.87         0.21      -
Total from investment operations          4.84        4.76         1.87         0.89         1.57         2.01         0.49   0.02
                                  -------------------------------------------------------------------------------------------------

Dividdends/Distributions
  to Shareholders:
Net investment income                      ---         ---          ---       (0.01)       (0.24)       (0.14)       (0.28)  (0.02)
Net realized gains                         ---         ---          ---          ---       (0.28)       (0.62)       (0.11)     ---
Total dividends/distributions              ---         ---          ---       (0.01)       (0.52)       (0.76)       (0.39)  (0.02)
                                  --------------------------------------------------------------------------------------------------

Net Asset Value
End of period                           $22.39      $21.96       $24.73       $10.59       $18.64       $19.24       $10.42   $1.00
                                  --------------------------------------------------------------------------------------------------

Total Return2                           27.58%      27.67%        8.18%        9.17%        8.92%       11.22%        4.87%   2.35%
                                  --------------------------------------------------------------------------------------------------

Ratios and Supplemental Data:
Expenses to average net assets:
  After reimbursement/fee waiver         1.75%       1.75%        1.85%        1.55%        0.75%        1.80%        1.65%   0.85%
t
  Before reimbursement/fee            1559.17%    1554.70%     1618.88%     1654.81%     2385.32%     2322.86%     2292.61% 2402.67%
waiver t
Net investment income (loss),
after
  reimbursement/fee waiver t           (1.32%)     (1.05%)        1.49%      (0.74%)        1.77%        1.48%        5.42%  4.61%
Portfolio turnover rate                    32%         26%          59%          72%          32%          32%         165%     0%
Net assets, end of period
  (in thousands)                            $1          $1           $1           $1           $1           $1           $1     $1
                                  -------------------------------------------------------------------------------------------------

</TABLE>

t Annualized

* Inception (Class M) - June 30,
1998

1 Net investment income (loss) is after waiver of fees by the Investment Adviser
and reimbursement of certain expenses by the
administrator (Note 2). If the Investment Adviser
 had not waived fees and the  Administrator  had not  reimbursed  expenses,  net
investment  income (loss) per share would have been $(207.97) for the Aggressive
Growth Fund,
 $(203.30) for the Small Company Fund,  $(269.54) for the Equity Fund, $(115.93)
for the Value Fund,  $(212.42)  for the Index Fund,  $(215.60)  for the Balanced
Fund, $(118.62)
 for the Bond Fund,  and $(12.07) for the Cash Reserve Fund for the period ended
December 31, 1998.

2 Total return represents aggregate total return for the period indicated and is
not annualized, for periods less than one year.


<PAGE>


ADDITIONAL INFORMATION AND ASSISTANCE


This  prospectus  is intended for use with a defined  benefit or other  employer
sponsored  retirement plan. You may get more  information,  at no change,  about
these Funds by requesting the following:


Statement of Additional Information (SAI)
This document gives  additional  information  about the Funds. The SAI was filed
with the Securities and Exchange  Commission (SEC) and incorporated by reference
as part of the  prospectus.  You can obtain a copy of the SAI by  requesting  it
from us.


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


SEC file number:_____________________



Transamerica Securities Sales Corporation, Distributor


















TRS-892-0599



<PAGE>
35

   
Transamerica Premier Funds - Class A and Class M Shares

Prospectus: July 1, 1999
    


Equity Funds
Transamerica Premier Aggressive Growth Fund
Transamerica Premier Equity Fund
Transamerica Premier Index Fund
Transamerica Premier Small Company Fund
Transamerica Premier Value Fund

Combined Equity & Fixed Income Fund
Transamerica Premier Balanced Fund

Fixed Income Funds
Transamerica Premier Bond Fund
Transamerica Premier High Yield Bond Fund
Transamerica Premier Cash Reserve Fund



















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



<PAGE>



Table of Contents                                             Page

The Funds at a Glance....................................    2
Fees and Expenses........................................        8
The Funds in Detail
   
         Transamerica Premier Aggressive Growth Fund...............  11
         Transamerica Premier Equity Fund..............................11
         Transamerica Premier Index Fund.................................12
         Transamerica Premier Small Company Fund   .....................12
         Transamerica Premier Value Fund.................................13
         Transamerica Premier Balanced Fund..............................   14
         Transamerica Premier Bond Fund................................. 15
         Transamerica Premier High Yield Bond Fund..................    16
         Transamerica Premier Cash Reserve Fund........................     17
Adviser...............................................................18
Buying and Selling Shares  ..............................................20
Your Guide To: Dividends & Capital Gains.................................  22
Your Guide To: Federal Taxes and Your Fund Shares    .....................  23
Share Price........................................................23
Distribution Plan..................................................  23
Year 2000 Issue....................................................    24
Financial Highlights...........................................    25
Additional Information and Assistance......................   Back Cover
    



<PAGE>




The Funds at a Glance

The following is a summary of each Fund's  goals,  strategies,  risks,  intended
investors and performance. Each Fund has its own investment goal, strategies and
policies.  The Funds are managed by Transamerica  Investment Services,  Inc., or
TIS. TIS has been  managing  funds for employee  pension plans since 1967 and is
currently managing over $40 billion.

   
The  performance  shown  for  each  Fund  assumes   reinvestment  of  dividends.
Performance shown for Class A and Class M prior to June 30, 1998 is based on the
Investor Class of each Fund, but is recalculated using the current maximum sales
charge for each class.  We compare  each  Fund's  performance  to a  broad-based
securities  market index.  Performance  figures for these indexes do not reflect
any  commissions  or fees,  which you would pay if you purchased the  securities
represented  by the index.  You cannot  invest  directly in these  indexes.  The
performance data for the indexes do not indicate the past or future  performance
of any Fund.     

Transamerica Premier Aggressive Growth Fund

The Fund seeks to maximize long-term growth.

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

Your primary  risk in investing in this Fund is you could lose money.  The value
of  equity  securities  can fall due to the  issuing  company's  poor  financial
condition  or poor  general  economic or market  conditions.  Because  this Fund
invests in equities,  its performance may vary more than fixed income funds over
short  periods.  Because this Fund can  concentrate  a larger  percentage of its
assets than our other equity  funds,  the poor results of one company can have a
greater negative impact on the Fund's performance.

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.

The following  performance  information provides some indication of the risks of
investing in the Fund.  We show annual  returns,  best and worst  quarters,  and
average annual total returns over the life of the Fund.  Past  performance is no
guarantee of future results. [GRAPHIC OMITTED] o Best calendar quarter:
   
         Class A: 43.19% for quarter ending 12/31/98
         Class M: 43.07% for quarter ending 12/31/98
o  Worst calendar quarter:
         Class A: -10.83% for quarter ending 9/30/98
         Class M: -10.83% for quarter ending 9/30/98
    

Average Annual Total Returns Since Inception (as of 12/31/98)
                                            Since Inception
   
                           1 year           (6/30/97) *
    
Premier Aggressive
   
Fund, Class A     74.24%            64.86%
Premier Aggressive
  Growth Fund, Class M     81.67%           69.37%
S&P 500 Index**            28.58%           26.36%
* Commencement of operations was 7/1/97.
    
** The  Standard  and Poor's 500 Index (S&P 500)  consists  of 500 widely  held,
publicly traded common stocks.


Transamerica Premier Equity Fund

The Fund seeks to maximize long-term growth.

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

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

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

The following  performance  information provides some indication of the risks of
investing in the Fund.  We show annual  returns,  best and worst  quarters,  and
average annual total returns over the life of the Fund.  Past  performance is no
guarantee of future results.
                                [GRAPHIC OMITTED]
   
o  Best calendar quarter:
         Class A: 28.70% for quarter ending 6/30/97
         Class M: 28.62% for quarter ending 6/30/97
o  Worst calendar quarter:
         Class A: -14.48% for quarter ending 9/30/98
         Class M: % -14.61for quarter ending 9/30/98

Average Annual Total Returns Since Inception (as of 12/31/98)
                                               Since Inception
                    1 year       3 Years       (10/2/95)
Premier Equity Fund
  Class A           26.78%       34.01%        30.17%
Premier Equity Fund
  Class M           31.97%       35.58%        31.57%
S&P 500 Index*      28.58%       28.23%        28.06%
    
* The  Standard  and  Poor's 500 Index (S&P 500)  consists  of 500 widely  held,
publicly traded common stocks.



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  Index is  composed  of 500  common  stocks  that are  chosen by
Standard & Poor's Corporation.

Your primary  risk in investing in this Fund is you could lose money.  The value
of  equity  securities  can fall due to the  issuing  company's  poor  financial
condition  or poor  general  economic or market  conditions.  Because  this Fund
invests in equities,  its performance may vary more than fixed income funds over
short periods.  Due to this Fund's wide  diversification of investing in a large
number of companies,  its  performance  may vary less over short periods of time
than our other Funds.

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

The following  performance  information provides some indication of the risks of
investing in the Fund.  We show annual  returns,  best and worst  quarters,  and
average annual total returns over the life of the Fund.  Past  performance is no
guarantee of future results.
                                [GRAPHIC OMITTED]
   
o  Best calendar quarter:
         Class A: 21.05% for quarter ending 12/31/98
         Class M: 21.03% for quarter ending 12/31/98
o  Worst calendar quarter:
         Class A: -10.01% for quarter ending 9/30/98
         Class M: -10.01% for quarter ending 9/30/98

Average Annual Total Returns Since Inception (as of 12/31/98)
                                               Since Inception
                    1 year       3 Years       (10/2/95)
Premier Index Fund
  Class A           21.33%       25.30%        25.31%
Premier Index Fund
  Class M           26.59%       26.87%        26.74%
S&P 500 Index*      28.58%       28.23%        28.06%
    
* The  Standard  and  Poor's 500 Index (S&P 500)  consists  of 500 widely  held,
publicly traded common stocks.

Transamerica Premier Small Company Fund

The Fund seeks to maximize long-term growth.

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

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

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.

The following  performance  information provides some indication of the risks of
investing in the Fund.  We show annual  returns,  best and worst  quarters,  and
average annual total returns over the life of the Fund.  Past  performance is no
guarantee of future results.
                                [GRAPHIC OMITTED]
o  Best calendar quarter:
   
         Class A: 51.55% for quarter ending 12/31/98
         Class M: 51.34% for quarter ending 12/31/98
o  Worst calendar quarter:
         Class A: -15.64% for quarter ending 9/30/98
         Class M: -15.64% for quarter ending 9/30/98
    

Average Annual Total Returns Since Inception (as of 12/31/98)
                                            Since Inception
                            1 year          (6/30/97)*
Premier Small
   
 Company Fund, Class A       70.72%            65.38%
Premier Small
 Company Fund, Class M      77.92%             69.84%
Russell 2000 Index**          -2.55%             5.38%
    

* Commencement of operations was 7/1/97.
**  The Russell 2000 Index measures the performance of the 2,000 smallest U.S.
companies by market capitalization.



Transamerica Premier Value Fund

The Fund seeks to maximize capital appreciation.

Our strategy is to discover  investments that offer growing  shareholder returns
at an  attractive  valuation.  To do so we invest in  companies  that are either
under-followed or out of favor in the market.  Our research focuses on companies
undergoing  positive  change.  We believe that investing in situations of change
directed by strong  managers will lead to strong returns for Fund  shareholders.
We typically  concentrate the Fund's  holdings in fewer than 50  well-researched
companies.  At least 65% of the Fund's  assets will be invested in a diversified
portfolio of securities of selected companies.

Your primary  risk in  investing in this Fund is that you could lose money.  The
value  of  equity  securities  can fall due to a  deterioration  in the  issuing
company's  financial condition or adverse general economic or market conditions.
As an equity fund, this Fund's performance may vary more than fixed income funds
over short  periods.  To the extent this Fund  concentrates  its  holdings,  its
performance may vary more than funds that hold many more securities.

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

The following  performance  information provides some indication of the risks of
investing in the Fund.  This Fund started on March 31,  1998*,  so it has no one
year  performance data as of December 31, 1998. Past performance is no guarantee
of future results.

[GRAPHIC OMITTED]

      Best calendar quarter:
   
         Class A: 26.81% for quarter ending 12/31/98
         Class M: 26.65% for quarter ending 12/31/98
      Worst calendar quarter:
         Class A: -13.80% for quarter ending 9/30/98
         Class M: -13.80% for quarter ending 9/30/98
 Total return for Premier Value FundTotal return for Premier Value Fund, Class A
     from April 1, 1998 to December 31 1998 was 0.54%
      Total return for Premier Value Fund Class M from April 1, 1998 to December
     31 1998 was 4.86%
    
      Total  return  for the  Standard  & Poor's 500 Index from April 1, 1998 to
December 31, 1998 was 12.84%

* Inception date was March 31, 1998. Commencement of operations was April 1,
1998.

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 of all sizes.
Generally  60% to 70% of the assets  are  invested  in  equities  following  the
Premier  Equity Fund  strategies,  and the  remaining  assets  invested in bonds
following the Premier Bond Fund strategies.

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

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

The following  performance  information provides some indication of the risks of
investing in the Fund.  We show annual  returns,  best and worst  quarters,  and
average annual total returns over the life of the Fund.  Past  performance is no
guarantee of future results.
                                [GRAPHIC OMITTED]
   
o  Best calendar quarter:
         Class A: 21.72% for quarter ending 6/30/97
         Class M: 21.64% for quarter ending 6/30/97
o  Worst calendar quarter:
         Class A: -2.79% for quarter ending 12/31/97
         Class M: -2.85% for quarter ending 12/31/97
    

Average Annual Total Returns Since Inception (as of 12/31/98)
                                                 Since Inception
   
                     1 year        3 Years       (10/2/95)
    
Premier Balanced Fund
   
    Class A                        22.45%        23.99%       22.70%
Premier Balanced Fund
    Class M          27.56%        25.47%        24.03%
S&P 500 Index*       28.58%        28.23%        28.06%
Lehman Brothers
    
   Government/Corporate
   
    Bond Index**       9.47%         7.33%         8.25%
    
* The  Standard  and  Poor's 500 Index (S&P 500)  consists  of 500 widely  held,
publicly traded common stocks. ** The Lehman Brothers  Government/Corporate Bond
Index is a broad-based  unmanaged  index of 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 & Poor's Corporation.

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

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

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

   
The following  performance  information provides some indication of the risks of
investing in the Fund.  We show annual  returns,  best and worst  quarters,  and
average annual total returns over the life of the Fund.  Past  performance is no
guarantee of future results. [GRAPHIC OMITTED] o Best calendar quarter:
         Class A: 4.52% for quarter ending 9/30/95
         Class M: 4.46% for quarter ending 9/30/95
o  Worst calendar quarter:
         Class A: -3.80% for quarter ending 12/31/95
         Class M: -3.86% for quarter ending 12/31/95
    

Average Annual Total Returns Since Inception (as of 12/31/98)
                                               Since Inception
   
                    1 year       3 Years       (10/2/95)
    
Premier Bond Fund
   
   Class A                       4.17%         4.96% 6.01%
Premier Bond Fund
   Class M          8.21%        6.12%         7.07%
Lehman Brothers
    
   Government/Corporate
   
   Bond Index*      9.47%        7.33%         8.25%
    
* 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 & Poor's Corporation.

Transamerica Premier High Yield Bond Fund
The Fund seeks to achieve a high total return (income plus capital appreciation)
by investing primarily in debt instruments and convertible  securities,  with an
emphasis on lower quality securities.

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

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

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

The following  performance  information provides some indication of the risks of
investing in the Fund.  We show annual  returns,  best and worst  quarters,  and
average annual total returns over the life of the Fund.  Past  performance is no
guarantee of future results.
                                [GRAPHIC OMITTED]
   
o  Best calendar quarter:
         Class A: 8.60% for quarter ending 3/31/91
         Class M: 8.54% for quarter ending 3/31/91
o  Worst calendar quarter:
         Class A: -2.80% for quarter ending 9/30/98
         Class M: -2.86% for quarter ending 9/30/98
    

Average Annual Total Returns Since Inception (as of 12/31/98)
                                               Since Inception
   
                     1 year      5 Years       (9/1/90)
    
Premier High Yield
   
  Bond Fund, Class A*        0.08%               8.65%        12.36%
Premier High Yield
  Bond Fund, Class M*        4.31%               9.34%        12.67%
Merrill Lynch High Yield
  Master Index **    3.66%         9.01%         9.97%
* Effective  6/30/98,  the Transamerica High Yield Bond Fund (separate  account)
exchanged  all of its assets for shares in the  Transamerica  Premier High Yield
Bond Fund (Fund). The inception date of the Fund is considered to be 9/1/90, the
separate  account  inception  date.  The  performance  prior to  6/30/98  is the
separate  account's  performance  recalculated  to reflect  the actual  fees and
expenses of the Fund.  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 a diversified  selection of
high quality U.S.  dollar-denominated  money market  instruments  with remaining
maturities  of 13 months or less.  We look for  securities  with minimal  credit
risk. We maintain an average maturity of 90 days or less.

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

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

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

The following  performance  information provides some indication of the risks of
investing in the Fund.  We show annual  returns,  best and worst  quarters,  and
average annual total returns over the life of the Fund.  Past  performance is no
guarantee of future results.
                                [GRAPHIC OMITTED]
   
o  Best calendar quarter:
         Class A: 1.30% for quarter ending 9/30/95
         Class M: 1.24% for quarter ending 9/30/95
o  Worst calendar quarter:
         Class A: 1.19% for quarter ending 6/30/96
         Class M: 1.13% for quarter ending 6/30/96

Average Annual Total Returns Since Inception (as of 12/31/98)*
                                               Since Inception
                        1 year     3 Years     (10/2/95)
    
Premier Cash Reserve Fund
   
  Class A               5.09%      5.05%        5.07%
Premier Cash Reserve Fund
  Class M               4.79%      4.78%        4.80%
IBC First Tier Index**        4.96%            4.95%          4.97%
    
* You can get the 7-day current yield of the  Transamerica  Premier Cash Reserve
Fund by  calling  1-800-89-ASK-US.  **  IBC's  Money  Fund  ReportTM-First  Tier
represents  all taxable  money  market funds that meet the SEC's  definition  of
first tier securities contained in Rule 2a-7 under the Investment Company Act of
1940.


<PAGE>


Fees and Expenses

   
The table below  provides a breakdown of the expenses you may pay if you buy and
hold shares of these Funds.  There is a sales charge (load), but we may waive it
for qualifying investors.  Investors also pay fees and expenses incurred by each
Fund.


Shareholder Transaction Expenses
    
<TABLE>
<CAPTION>

- ----------------------------- ------------------ ----------------------- ----------------- -----------------
   
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>                 <C>
    Class A                         5.25%                 none                 none              none
    Class M                         1.00%                 none                 none              none
Small Company Fund
    Class A                         5.25%                 none                 none              none
    Class M                         1.00%                 none                 none              none
Equity Fund
    Class A                         5.25%                 none                 none              none
    Class M                         1.00%                 none                 none              none
Value Fund
    Class A                         5.25%                 none                 none              none
    Class M                         1.00%                 none                 none              none
Index Fund
    Class A                         5.25%                 none                 none              none
    Class M                         1.00%                 none                 none              none
Balanced Fund
    Class A                         5.25%                 none                 none              none
    Class M                         1.00%                 none                 none              none
High Yield Bond Fund
    Class A                         5.25%                 none                 none              none
    Class M                         1.00%                 none                 none              none
Bond Fund
    Class A                         4.75%                 none                 none              none
    Class M                         1.00%                 none                 none              none
Cash Reserve Fund
    Class A                         none                  none                 none             5.25%3
    Class M                         none                  none                 none             1.00%3
    
- ----------------------------- ------------------ ----------------------- ----------------- -----------------

Annual Fund Operating Expenses (as a percent of average net assets)

- ---------------------------- -------------- --------------- --------------------- --------------------------
   
Transamerica Premier         Adviser Fee4     12b-1 Fee5      Other Expenses6     Total Operating Expenses7
Fund/Class
    
- ----------------------------
   
Aggressive Growth Fund
    Class A                      0.85%          0.35%              2.31%                    3.51%
    Class M                      0.85%          0.60%              2.67%                    4.12%
Small Company Fund
    Class A                      0.85%          0.35%              2.31%                    3.51%
    Class M                      0.85%          0.60%              2.86%                    4.31%
Equity Fund
    Class A                      0.85%          0.35%              0.74%                    1.94%
    Class M                      0.85%          0.60%              0.86%                    2.31%
Value Fund
    Class A                      0.75%          0.35%              2.39%                    3.49%
    Class M                      0.75%          0.60%              2.75%                    4.10%
Index Fund
    Class A                      0.30%          0.35%              3.06%                    3.71%
    Class M                      0.30%          0.60%              3.55%                    4.45%
Balanced Fund
    Class A                      0.75%          0.35%              6.21%                    7.31%
    Class M                      0.75%          0.60%              7.21%                    8.56%
High Yield Bond Fund
    Class A                      0.55%          0.35%              0.43%                    1.33%
    Class M                      0.55%          0.60%              0.80%                    1.95%
Bond Fund
    Class A                      0.60%          0.35%              9.35%                   10.30%
    Class M                      0.60%          0.60%              10.93%                  12.13%
Cash Reserve Fund
    Class A                      0.35%          0.35%              0.87%                    1.57%
    Class M                      0.35%          0.60%              1.05%                    2.00%
    
- ---------------------------- -------------- --------------- --------------------- --------------------------
</TABLE>

   
The preceding tables summarize actual transaction  expenses and Adviser Fees and
anticipated  operating expenses for 1999. The purpose of the tables is to assist
you in  understanding  the varying  costs and expenses you will bear directly or
indirectly.     

Example
   
The table below is to help you compare the cost of investing in these Funds with
the cost of investing in other mutual funds. These examples assume that you make
a one-time  investment of $10,000 in each Fund and hold your shares for the time
periods indicated. The examples assume that your investment has a 5% return each
year and that the Funds' operating  expenses remain the same as shown above. The
examples also assume payment of the maximum sales charge and  redemptions at the
end of each period.  The examples do not reflect  reinvestment  of dividends and
distributions  and assume no fees for IRA  accounts.  Costs are the same whether
you redeem at the end of any period or not.  Your actual  costs may be higher or
lower.      <TABLE> <CAPTION>

- ----------------------------------------- ----------------- --------------- --------------- ----------------
   
Transamerica Premier  Fund8                    1 Year          3 Years         5 Years         10 Years
    
- -----------------------------------------
   
Aggressive Growth Fund
<S>                                             <C>             <C>             <C>             <C>
    Class A                                     $860            $1,545          $2,251          $4,109
    Class M                                     $510            $1,340          $2,185          $4,363
Small Company Fund
    Class A                                     $860            $1,545          $2,251          $4,109
    Class M                                     $528            $1,393          $2,271          $4,517
Equity Fund
    Class A                                     $712            $1,102          $1,517          $2,670
    Class M                                     $332             $814           $1,323          $2,719
Value Fund
    Class A                                     $858            $1,540          $2,242          $4,092
    Class M                                     $508            $1,334          $2,176          $4,346
Index Fund
    Class A                                     $879            $1,600          $2,340          $4,276
    Class M                                     $542            $1,433          $2,333          $4,629
Balanced Fund
    Class A                                    $1,210           $2,532          $3,794          $6,702
    Class M                                     $932            $2,509          $3,976          $7,209
High Yield Bond Fund
    Class A                                     $135             $421            $729            $1601
    Class M                                     $190             $612           $1052            $2275
Bond Fund
    Class A                                    $1,430           $3,191          $4,770          $8,042
    Class M                                    $1,258           $3,332          $5,121          $8,590
Cash Reserve Fund
    Class A                                     $160             $496            $855           $1,867
    Class M                                     $203             $627           $1,078          $2,327
    
- ----------------------------------------- ----------------- --------------- --------------- ----------------
</TABLE>

   
You  should not  consider  the  information  contained  in the above  examples a
representation of future expenses.  The actual expenses may be more or less than
those shown.

1 Sales charges are reduced for purchases of $50,000 or more. The Funds may sell
the  Class A Shares at net asset  value to  certain  persons.  See  "Buying  and
Selling  Shares" on page 25. 2 A  contingent  deferred  sales charge of 1.00% is
assessed  on  redemptions  of Class A Shares and Class M Shares  made  within 24
months  following  their  purchases  made at net asset  value.  See  "Buying and
Selling  Shares" on page 25. 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.
The fee is 5.25% for all Funds except the Premier  Bond Fund which is 4.75%..  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 7 below.  See "Adviser Fee" on page 34 for  additional  information.  5
After a substantial period, these expenses 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  "Administrator" on page 31. Other expenses include expenses
not  covered by the  adviser  fee or the 12b-1 Fee.  Expenses  for all Funds are
based on actual  expenses  incurred  during 1998. 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:  1.50%/1.75% for
the Aggressive Growth Fund,  1.50%/1.75% for the Small Company Fund, 1.60%/1.85%
for the Equity Fund,  1.30%/1.55% for the Value Fund,  0.50%/0.75% for the Index
Fund,  1.55%/1.80%  for the Balanced Fund,  0.90%/1.15%  for the High Yield Bond
Fund,  1.40%/1.65% for the Bond Fund, and 0.60%/0.85% 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.  8 The expenses in the example
assume no fees for IRA or SEP accounts.     





<PAGE>





The Funds in Detail

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

Premier Aggressive Growth Fund

Ticker Symbol, Investor Shares: TPAGX

Goal
Our goal is to maximize long-term growth.

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

   
The Investment Adviser's equity management team selects U.S. companies showing:
 o  Strong potential for steady growth; and
 o  High barriers to competition.
    

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

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

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

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



Premier Equity Fund

Ticker Symbol, Investor Shares: TEQUX

Goal
Our goal is to maximize long-term growth.

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

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

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

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

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

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


Premier Index Fund

Ticker Symbol, Investor Shares: TPIIX

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

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

Policies
We buy the  stocks  that  make  up the S&P 500  Index,  with  the  exception  of
Transamerica  Corporation  common stock. Our stock purchases  reflect the Index,
but we make no attempt to forecast general market movements.

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

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

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


Premier Small Company Fund

Ticker Symbol, Investor Shares: TPSCX

Goal
Our goal is to maximize long-term growth.

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

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

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

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

We may also invest in debt securities.

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

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




Premier Value Fund
Ticker Symbol, Investor Shares: TPVIX

Goal
Our goal is to maximize capital appreciation.

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

Our strategy is to discover  investments that offer growing  shareholder returns
at an attractive valuation. To do so we invest at least 65% of the Fund's assets
in securities of domestic  companies  that are either  under-followed  or out of
favor in the market. We believe the market will recognize the intrinsic value of
these companies, which will lead to their market appreciation.

To achieve our goal,  we may invest in  securities  issued by  companies  of all
sizes.  Generally,  however we will invest in the securities of companies  whose
market  capitalization  (total market value of publicly  traded  securities)  is
greater than $500 million. In pursuit of our goal, we consider:
      The  fundamental  outlook for the line of business in which the company is
      engaged  The  valuation  of the  company's  securities  The quality of the
      company's management The financial condition and strength of the company's
      business model

We typically  concentrate the Fund's  holdings in fewer than 50  well-researched
companies. We will hold only our best ideas and will watch them closely.

Policies
The Fund invests  primarily in a  diversified  portfolio of stocks,  and related
securities  deemed by the Investment  Adviser to be currently valued below their
intrinsic  value.  The  Investment  Adviser's  opinion is based on analysis  and
research  performed by a group of expert managers and analysts who have examined
the issuing  company's  balance sheet and cash flow for  potentially  unrealized
value.  Our  research  also focuses on companies  that are  undergoing  positive
change.  We believe that  investing in situations  of change  directed by strong
managers will lead to strong gains for the Fund's shareholders.  We believe that
a highly  focused  research  process  will  offer  better  returns to the Fund's
shareholders.

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

Risks
To the extent the Fund  invests in common  stocks,  the value of its shares will
fluctuate  in response  to  economic  and market  conditions  and the  financial
circumstances  of the  companies  in  which it  invests.  For  example,  current
earnings  of a  company  we  invest  in  may  fall,  or  its  overall  financial
circumstances may decline,  causing the security to lose value.  Stock prices of
medium and smaller size companies  fluctuate more than larger,  more established
companies.  This Fund concentrates its holdings;  therefore, its performance may
vary more than funds which hold many more investments.

This Fund Is Intended For:
Investors who are willing and  financially  able to take on  significant  market
volatility and investment risk in order to pursue long-term capital growth.





Premier Balanced Fund
Ticker Symbol, Investor Shares: TBAIX

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

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

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

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

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

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

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

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





Premier Bond Fund
Ticker Symbol, Investor Shares: TPBIX

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

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

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

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

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

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

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

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

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





Premier High Yield Bond Fund
Ticker Symbol, Investor Shares: Pending

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

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

To achieve our goal, the Investment Adviser's fixed income management team:
   
 o   Seeks to achieve  price  appreciation  and  minimize  price  volatility  by
     identifying  bonds  that are  likely to be  upgraded  by  qualified  rating
     organizations;
 o   Employs research and credit analysis to minimize  purchasing bonds that may
     default by  determining  the  likelihood of timely  payment of interest and
     principal; and
 o Invests Fund assets in other securities consistent with the objective of high
current income and capital appreciation.
    

Policies
We  generally  invest  at  least  65% of this  Fund's  assets  in a  diversified
portfolio  of high  yield,  below  investment  grade  debt  securities  commonly
referred  to as "junk  bonds." Up to 15% of Fund assets may be invested in bonds
rated below Caa by Moody's or CCC by Standard & Poor's.  Investments may include
bonds in the lowest rating category of each rating agency, or unrated bonds that
we determine  are of  comparable  quality.  Such bonds may be in default and are
generally  regarded by the rating agencies as having extremely poor prospects of
ever attaining any real investment standing.

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

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

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

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

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





Premier Cash Reserve Fund
Ticker Symbol, Investor Shares: TPCXX

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

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

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

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

Policies
Bank  obligations  purchased  for the Fund are limited to U.S. or foreign  banks
with  total  assets of $1.5  billion  or more.  Similarly,  savings  association
obligations  purchased for the Fund are limited to U.S. savings banks with total
assets of $1.5 billion or more. Foreign  securities  purchased for the Fund must
be issued by foreign governments,  agencies or instrumentalities,  or banks that
meet the minimum $1.5 billion  capital  requirement.  These foreign  obligations
must also meet the same quality requirements as U.S. obligations. The commercial
paper  and  other  short-term  corporate  obligations  we buy for the  Fund  are
determined by the Investment Adviser to present minimal credit risks.

Risks
The interest rates on short-term  obligations  held in the Fund's portfolio will
vary,  rising or falling with short-term  interest rates  generally.  The Fund's
yield will tend to lag behind general changes in interest rates.  The ability of
the Fund's yield to reflect  current market rates will depend on how quickly the
obligations  in its  portfolio  mature  and how  much  money  is  available  for
investment at current  market  rates.  The Fund is also subject to the risk that
the issuer of a security in which the Fund invests may fail to pay the principal
or interest  payments when due.  This will lower the return from,  and the value
of, the security,  which will lower the  performance  of the Fund. To the extent
this Fund invests in foreign securities, it is subject to currency fluctuations,
changing political and economic climates and potentially less liquidity.

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



Investment Adviser

The Funds' Investment Adviser is Transamerica Investment Services, Inc.
1150 South Olive Street, Suite 2700, Los Angeles, CA
90015. The Investment Adviser's duties include, but are not limited to:
   
o  Supervising and managing the investments of each Fund
o Ensuring that investments follow each Fund's investment objective, strategies,
and policies and comply with government regulations     

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

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

Transamerica  Premier  Aggressive  Growth Fund and  Transamerica  Premier  Small
Company Fund  Primary  Manager  since  Funds'  inception:  Philip  Treick,  Vice
President and Fund Manager,  Transamerica  Investment  Services.  Manager of the
Transamerica  Aggressive Growth and Transamerica Small Company Funds. Co-Manager
of the  Transamerica  Premier  Equity Fund.  B.S.,  University of South Florida.
Joined Transamerica in 1988.

Co-Manager since 1998: Christopher J. Bonavico (see Value Fund)

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

Co-Manager since 1998: Philip Treick (see Aggressive Growth Fund).

Transamerica  Premier  Index Fund Primary  Manager  since 1998:  Lisa L. Hansen,
Assistant Vice President and Senior Trader,  Transamerica  Investment  Services.
Manager of the Transamerica  Equity Index Fund since 1998.  B.A.,  University of
California at Santa Cruz. Senior Trader,  Husic Capital  Management,  1988-1997.
Joined Transamerica in 1997.

Co-Manager since 1998: Christopher J. Bonavico (see Value Fund).

Transamerica Premier Value Fund
Primary  Manager since 1998:  Christopher J. Bonavico,  Assistant Vice President
and Fund Manager,  Transamerica Investment Services. Manager of the Transamerica
Value Fund since 1998.  Co-Manager of the Transamerica Premier Aggressive Growth
Fund,  the  Transamerica  Premier Small Company Fund, the  Transamerica  Premier
Index Fund,  and the  Transamerica  Premier  Balanced  Fund.  Was manager of the
Transamerica  Premier  Index Fund from  inception to 1998.  B.S.,  University of
Delaware. Joined Transamerica in 1993..

Co-Manager since 1998: Jeffrey S. Van Harte (see Equity Fund).

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

Co-Manager since 1998: Stephen J. Ahearn, C.F.A., Vice President and Director of
Research,  Transamerica  Investment  Services.  Co-Manager  of the  Transamerica
Premier High Yield Bond Fund. Senior Associate-Municipal Bonds, General Electric
Investment Corporation, 1991-1994. B.S. , Boston College. Joined Transamerica in
1994.

Co-Manager since 1998: Christopher J. Bonavico (see Value Fund).

Transamerica  Premier Bond Fund Primary  Manager  since 1998:  Matthew W. Kuhns,
CFA, Vice President and Portfolio  Manager,  Transamerica  Investment  Services.
Manager  of the  Transamerica  Bond  Fund  since  1998.  Was  Co-Manager  of the
Transamerica  Premier Bond Fund and the  Transamerica  Bond Fund.  Member of the
Bond Club of Los Angeles.  B.A.,  University of  California,  Berkeley.  M.B.A.,
University of Southern California. Joined Transamerica in 1991.

Co-Manager since 1999:  Heidi Y. Hu, CFA, Vice President and Portfolio  Manager,
Transamerica  Investment  Services.  Manager of the  Transamerica  Income Shares
since 1999.  Co-Manages of the Transamerica  Bond Fund since 1999. Member of the
Los Angeles Society of Financial  Analysts.  Portfolio Manager,  Arco Investment
Management Company, 1994-1998. B.S., Lewis and Clark College. M.B.A., University
of Chicago. Joined Transamerica in 1998.

Transamerica  Premier High Yield Bond Fund Primary Manager since Fund inception:
Heather E.  Creeden,  C.F.A.,  Vice  President  and Fund  Manager,  Transamerica
Investment  Services.  Member of the Los Angeles Society of Financial  Analysts.
Portfolio Manager,  Analytical Investment Management,  1986-1987.  B.S., Arizona
State University. Joined Transamerica in 1987.

Co-Manager since Fund inception: Stephen J. Ahearn (see Balanced Fund).

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

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


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

AEGON Agreement
On February 18, 1999,  Transamerica  Corporation  announced that it had signed a
merger  agreement  with AEGON  N.V.,  one of the world's  leading  international
insurance  groups,  providing for AEGON's  acquisition of all of  Transamerica's
outstanding  common stock for a  combination  of cash and AEGON stock worth $9.7
billion.  The closing of the  transaction is expected to occur during the summer
of 1999.

Transamerica  Corporation  indirectly  owns the  Premier  Funds'  Administrator,
Transamerica   Occidental   Life  Insurance   Company,   and  the   Distributor,
Transamerica  Securities  Sales  Corporation,  and directly owns the  Investment
Adviser, Transamerica Investment Services, Inc.

Buying and Selling Shares

Buying Class A Shares
An investor  who  purchases  Class A Shares pays an initial  sales charge at the
time of  purchase.  As a result,  Class A Shares are not  subject to any charges
when they are  redeemed,  except for  certain  sales at net asset value that are
subject to a contingent  deferred sales charge  ("CDSC").  Certain  purchases of
Class A Shares  qualify for reduced sales  charges.  Class A Shares bear a lower
12b-1 fee than Class M Shares.

The public  offering price of Class A Shares is the net asset value plus a sales
charge that varies depending on the size of your investment.
<TABLE>
<CAPTION>

                           Investment Amount
Sales Charge      Under                        $50,000 to              $100,000 to
Per Fund          $50,000                      $ 99,999                $249,999
- -------------------------------------------------------------------------------
Premier Aggressive
<S>               <C>    <C>                   <C>   <C>      <C>   <C>
 Growth           5.25%*/5.54%**               4.50%/4.71%    3.50%/3.63%
Premier Small
 Company                         5.25%*/5.54%**      4.50%/4.71%       3.50%/3.63%
Premier Equity                   5.25%*/5.54%**      4.50%/4.71%       3.50%/3.63%
Premier Value                    5.25%*/5.54%**      4.50%/4.71%       3.50%/3.63%
Premier Index                    5.25%*/5.54%**      4.50%/4.71%       3.50%/3.63%
Premier Balanced                 5.25%*/5.54%**    4.50%/4.71%         3.50%/3.63%
Premier High
 Yield Bond                      5.25%*/5.54%**    4.50%/4.71%         3.50%/3.63%
Premier Bond                     4.75%*/4.99%**    4.00%/4.17%         3.25%/3.36%
Premier Cash
 Reserve          none           none          none



                                            Investment Amount
Sales Charge        $250,000 to             $500,000 to
Per Fund            $499,999                $999,999
- ----------------------------------------------------
Premier Aggressive
 Growth             2.50%/2.56%     2.00%/2.04%
Premier Small
 Company            2.50%/2.56%     2.00%/2.04%
Premier Equity                      2.50%/2.56%      2.00%/2.04%
Premier Value                       2.50%/2.56%      2.00%/2.04%
Premier Index                       2.50%/2.56%      2.00%/2.04%
Premier Balanced                    2.50%/2.56%      2.00%/2.04%
Premier High
 Yield Bond                         2.50%/2.56%      2.00%/2.04%
Premier Bond                        2.50%/2.56%      1.75%/1.78%
Premier Cash Reserve     none       none
* Sales charge as a percentage of offering price
** Sales charge as a percentage of net amount invested
</TABLE>

There is no sales charge on purchases of Class A Shares of $1 million or more or
purchases by qualified  retirement  plans with at least 200 eligible  employees.
However, a CDSC of 1.0% will be imposed upon redemptions of any shares purchased
at net asset value within two years after initial purchase,  except  redemptions
by qualified  retirement plans for plan benefits.  Shares purchased by investors
investing  $1 million or more in Class A Shares  whose  broker-dealer  of record
waived  its  commission  with the  approval  of  Transamerica  Securities  Sales
Corporation are not subject to the CDSC.

In determining  whether a CDSC is payable,  we will redeem shares not subject to
any charge  first.  Then we will  redeem  shares  held  longest  during the CDSC
period.  We will base any CDSC on the lower of the shares'  cost and current net
asset value. We will redeem any shares acquired by reinvestment of distributions
without a CDSC.

Transamerica Securities Sales Corporation ("TSSC" or the "Distributor") receives
all sales charges and pays appropriate  amounts to qualifying  broker-dealers to
compensate  them for  services  provided  in  connection  with  sales of Class A
Shares. Following are the commissions paid to broker-dealers on sales of Class A
Shares: 
<TABLE> 
<CAPTION>

                           Amount of Investment
Broker-Dealer Commission            Under    $50,000 to       $100,000 to
By Fund                                      $50,000          $99,999           $249,999
- ----------------------------------------------------------------------------------------
Premier Aggressive
<S>                       <C>               <C>               <C>
 Growth                   4.50%             3.75%             2.75%
Premier Small
 Company                  4.50%          3.75%          2.75%
Premier Equity                              4.50%             3.75%          2.75%
Premier Value                               4.50%             3.75%          2.75%
Premier Index                               4.50%             3.75%          2.75%
Premier Balanced                            4.50%             3.75%          2.75%
Premier High
 Yield Bond               4.50%             3.75%          2.75%
Premier Bond                                4.00%             3.25%          2.50%
Premier Cash Reserve      none      none             none


                                                     Amount of Investment
Broker-Dealer Commission   $250,000 to      $500,000 to
By Fund                                     $499,999                   $999,999
- -------------------------------------------------------------------------------
Premier Aggressive
 Growth                    1.75%                     1.25%
Premier Small
 Company                                1.75%                 1.25%
Premier Equity                              1.75%                      1.25%
Premier Value                               1.75%                      1.25%
Premier Index                               1.75%                      1.25%
Premier Balanced                        1.75%                 1.25%
Premier High
 Yield Bond                             1.75%                 1.25%
Premier Bond                                1.75%                      1.00%
Premier Cash Reserve       none         none
</TABLE>

Qualified investors,  including qualified retirement plans,  initially investing
more than $1 million  in the Funds  receive  Class A Shares at net asset  value.
TSSC pays  commissions  on sales at net asset  value at the rate of 1.00% of the
first $2 million, 0.80% of the next $1 million and 0.50% thereafter on all Funds
except the Premier Cash Reserve Fund.

Buying Class M Shares
An investor  who  purchases  Class M Shares pays an initial  sales charge at the
time of  purchase  that is lower  than the sales  charge  applicable  to Class A
Shares.  Certain  purchases of Class M Shares qualify for reduced sales charges.
Class M  Shares  incur a 12b-1  fee  that is  higher  than  Class A  Shares.  In
addition,  we will  impose a CDSC of 1.0% on any shares  purchased  at net asset
value,  including those purchased by qualified retirement plans, redeemed within
two years after initial  purchase.  Class M Shares do not convert into any other
class of shares.

In determining  whether a CDSC is payable,  we will redeem shares not subject to
any charge  first.  Then we will  redeem  shares  held  longest  during the CDSC
period.  We will base any CDSC on the lower of the shares'  cost and current net
asset value. We will redeem any shares acquired by reinvestment of distributions
without a CDSC.

The public  offering price of Class M Shares is the net asset value plus a sales
charge that varies depending on the size of your investment.

                                    Investment Amount
Sales Charge                  Under                  $250,000
Per Fund                      $250,000               and Above
- --------------------------------------------------------------
Premier Aggressive Growth                      1.00*/1.01%**  none
Premier Small Company                          1.00*/1.01%**  none
Premier Equity                                 1.00*/1.01%**  none
Premier Value                                  1.00*/1.01%**           none
Premier Index                                  1.00*/1.01%**           none
Premier Balanced                               1.00*/1.01%**           none
Premier High Yield Bond                        1.00*/1.01%**           none
Premier Bond                                   1.00*/1.01%**           none
Premier Cash Reserve          none             none
* Sales charge as a percentage of offering price
** Sales charge as a percentage of net amount invested

Qualified  retirement plans with at least a $250,000 initial investment may also
purchase Class M Shares at net asset value, without an initial sales charge.

TSSC  receives  all sales  charges and pays  appropriate  amounts to  qualifying
broker-dealers to compensate them for services provided in connection with sales
of Class M Shares. Following are the commissions paid to broker-dealers on sales
of Class M Shares:
                                 Amount of Investment
Broker-Dealer Commission      Under                  $250,000
Per Fund                      $250,000               and Above
- --------------------------------------------------------------
Premier Aggressive Growth                   0.90%                      0.50%
Premier Small Company                       0.90%                      0.50%
Premier Equity                              0.90%                      0.50%
Premier Value                               0.90%                      0.50%
Premier Index                               0.90%                      0.50%
Premier Balanced                            0.90%                      0.50%
Premier High Yield Bond                     0.90%                      0.50%
Premier Bond                                0.90%                      0.50%
Premier Cash Reserve          none                   none

Additional Considerations
We provide additional allowances for the combined purchase privilege, cumulative
quantity discount (right of accumulation),  and statement of intent. And certain
purchases  are not subject to the  contingent  deferred  sales  charge.  See the
Statement of Additional Information for more details.

TSSC will from time to time,  at its  expense,  provide  additional  promotional
incentives or payments to  broker-dealers  that sell shares of the  Transamerica
Premier  Funds.  These  incentives  or payments may include  payments for travel
expenses,  including lodging, incurred in connection with trips taken by invited
registered representatives to locations within and outside the United States for
meetings or seminars of a business nature.  In some instances,  these incentives
or payments may be offered only to certain  broker-dealers  who have sold or may
sell  significant  amounts of shares.  Certain  broker-dealers  may not sell all
classes of shares.

TSSC may suspend or modify such  payments to  broker-dealers.  The  payments are
subject to the  continuation  of the relevant  distribution  plan,  the terms of
service agreements between broker-dealers and TSSC. They are also subject to any
applicable  limits imposed by the National  Association  of Securities  Dealers,
Inc.

Which Class is Best for You?
The decision as to which class of shares provides a more suitable investment for
an investor  depends on a number of factors,  including  the amount and intended
length of the  investment.  Consult  your broker for details  about the combined
purchase privilege,  cumulative quantity discount, statement of intention, group
sales plan, qualified retirement plans and other exceptions.  The Funds may sell
Class A and Class M Shares at net asset value without an initial sales charge or
a CDSC to certain qualified  groups.  Descriptions are included in the Statement
of Additional Information.

Investment Guidelines
      The minimum  initial  investment  is $10,000,  except that the minimum for
      IRAs is $250. We waive this minimum for qualified  retirement  plans.  The
      investment must be a specified dollar amount. We cannot accept
     purchase  requests  specifying a certain price,  date, or number of shares.
      The price you pay for your shares will be based on the next determined net
      asset value after your purchase  order is received.  The Company  reserves
      the  right  to  reject  any  application  or  investment.   There  may  be
      circumstances when the Company will not
     accept new investments in one or more of the Funds.

Selling Shares
You can sell, or redeem,  your shares to us at any time.  You'll receive the net
asset value next determined after your redemption request is received,  assuming
all  requirements  have been met. The  redemption may be subject to a contingent
deferred sales charge.

Generally we mail  redemptions made by check on the second business day after we
receive your request, but not later than seven days afterwards.

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

If you request a redemption  shortly after a recent check purchase,  we may hold
the  redemption  proceeds  beyond  seven  days.  We will  only hold it until the
purchase check clears, which may take up to 15 days.

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

If you request to redeem shares in an IRA or 403(b) plan,  you must also give us
an IRS Form  W4-P  (pension  income  tax  withholding  form)  and a  reason  for
withdrawal. We can provide this form. This is required by the IRS.

Exchanging Shares
You can exchange shares in any Fund for shares of any other Fund within the same
class.  You can  exchange  your  shares  of the  same  class  of  certain  other
Transamerica Premier Funds at net asset value.

If you exchange shares subject to a contingent deferred sales charge (CDSC), the
transaction will not be subject to the CDSC. However, when you redeem the shares
acquired  through  the  exchange,  the  redemption  may be  subject  to a  CDSC,
depending  upon  when you  originally  purchased  the  shares.  The CDSC will be
computed  using the  schedule of any Fund into or from which you have  exchanged
your shares that would result in your paying the highest CDSC applicable to your
class of shares. For purposes of computing the CDSC, the length of time you have
owned your shares will be measured  from the date of original  purchase and will
not be affected by any exchange.

Exchange Guidelines
      An exchange is treated as a sale of shares from one Fund and the  purchase
     of shares in another Fund. Exchanges are taxable events.

      Exchanges  into or out of the  Funds are made at the next  determined  net
     asset value per share after all necessary  information  for the exchange is
     received.

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

Information About Your Account and the Funds
You will receive a consolidated, quarterly statement of your account showing all
transactions  since the  beginning  of the  current  quarter.  You can request a
statement  of your  account  activity at any time.  Also,  each time you invest,
redeem,  transfer or exchange  shares,  you will receive a  confirmation  of the
transaction.

You will receive an annual report that includes audited financial statements for
the fiscal year ended December 31. It will include a list of securities owned by
each Fund on that date. You will also receive a semi-annual report that includes
unaudited  financial  statements  for the six months ended June 30. It will also
include a list of securities owned by each Fund on that date.

You will  receive a new  Prospectus  each  year.  The  Statement  of  Additional
Information is also revised each year. You can receive a Statement of Additional
Information by request only. Your Guide To: Dividends & Capital Gains

Investment  income  generated  by our Funds  consists of  dividends  and capital
gains. Substantially all of this income is distributed to our shareholders. As a
shareholder, you can receive distributions of dividends and capital gains in one
of three ways.

Your Distribution Options:

Reinvesting  allows you to buy  additional  shares of the same Fund or any other
Fund of your choice with the investment income generated by your current Fund.

Cash & Reinvesting  allows you to choose  either your  dividends or your capital
gains to be paid to you in cash.  The other source of investment  income will be
reinvested in the same Fund or any other Fund of your choice.

All Cash  allows you to have both  dividends  and  capital  gains paid to you in
cash.

Unless you specify  another  option,  we will  reinvest all your  dividends  and
capital gains  distributions in additional shares of the same Fund from which it
was earned.


How, When & At What Price

Distributions:
      Are  made  on a per  share  basis  to  shareholders  of  record  as of the
     distribution date of that Fund, regardless of how long the shares have been
     held.
      Capital gains, if any, are generally distributed annually for all Funds.
      If you buy shares just before or on a record  date,  you will pay the full
     price for the shares and then you will  receive a portion of the price back
     as a taxable distribution.

Dividend Payment Schedules:

Fund                                When It Pays
Premier Aggressive Growth Fund      Annually
Premier Equity Fund                 Annually
Premier Index Fund                          Annually
Premier Small Company Fund Annually
Premier Value Fund                  Annually
Premier Balanced Fund               Annually
Premier Bond Fund                   Monthly
Premier High Yield Bond Fund        Monthly
Premier Cash Reserve Fund           Monthly

Facts About The Premier Cash Reserve Fund:
      Dividends on this Fund are  determined  daily but paid  monthly.  You will
      begin earning  Premier Cash Reserve  dividends on the day your purchase is
      effective.  You will earn  dividends on the day you request  redemption by
      telephone.





Your Guide To: Federal Taxes And Your Fund Shares

Dividends  and short  term  capital  gains paid by a Fund will be taxable to its
shareholders as ordinary income whether reinvested or paid in cash.

Long term  capital  gains  distributions  paid by a Fund will be  taxable to its
shareholders as long term capital gains,  regardless of how long the shares have
been held, whether reinvested or paid in cash.

Corporate   dividends-received  deduction  To  the  extent  that  a  Fund  earns
qualifying  dividends,  a  portion  of  the  dividends  paid  to  its  corporate
shareholders may qualify for the corporate dividends-received deduction.

Annual tax reporting  documentation After each calendar year, we will notify you
of the amount and type of distributions  you received from each Fund for Federal
tax purposes.

For IRAs and pension  plans,  dividends and capital gains are reinvested and not
taxed until you receive a qualified distribution.

Purchases  just prior to  distributions  If you are  planning to buy shares of a
Fund just prior to its  scheduled  distribution  of dividends or capital  gains,
please call  1-800-89-ASK-US for information on tax considerations  before doing
so. Purchasing shares at such times will result in a taxable event which you may
wish to avoid.

Redemptions and exchanges of shares are taxable events which may represent gains
or losses for you.

Tax Treatment of Pension and Retirement Savings Programs
Tax rules vary for  participants  and  beneficiaries  of these plans,  including
IRAs,  depending  on  the  terms  and  conditions  of  each  plan.  In  general,
distributions  from these plans are taxed as ordinary income.  Special favorable
tax  treatment  may  be  available  for  certain  types  of  contributions   and
distributions.  Adverse tax consequences may result from contributions in excess
of specified limits, such as:
     a)   distributions prior to age 59 1/2 (subject to certain exceptions);
     b)   distributions that do not conform to specified commencement and
minimum distribution rules;
     c)   aggregate distributions in excess of a specified annual amount; or
     d)   other special circumstances.


Other Taxes

State and Local Taxes In addition to federal taxes,  you may be subject to state
and local taxes on payments received from the Funds.

Possible  Partial  Dividend  Exemptions  Depending on your state's tax rules,  a
portion of  dividends  paid by a Fund that come from direct  obligations  of the
U.S.  Treasury and certain  Federal  agencies may be exempt from state and local
taxes.

Your Tax Adviser Check with your own tax adviser  regarding  specific  questions
regarding Federal, state and local taxes.


Share Price

How Share Price Is Determined
The price at which shares are purchased or redeemed is the net asset value (NAV)
that is next calculated following receipt of the order. The NAV is calculated by
subtracting the Fund's liabilities from its total assets and dividing the result
by the total number of shares outstanding.

Fund securities traded on a domestic securities exchange or NASDAQ are valued at
the last sale price on that  exchange on the day the  valuation  is made.  If no
sale is reported,  the mean of the last bid and asked prices is used. Securities
traded over-the-counter are valued at the mean of the last bid and asked prices.
When market  quotations  are not readily  available  or the  Investment  Adviser
believes it is appropriate, securities and other assets are valued at fair value
pursuant to procedures adopted by the Fund's Board of Directors.

All  securities  held by the  Transamerica  Premier Cash Reserve  Fund,  and any
short-term  investments of the other Funds with maturities of 60 days or less at
the time of purchase,  are valued on the basis of amortized cost. Amortized cost
requires  constant   amortization  to  maturity  of  any  discount  or  premium,
regardless of the effect of movements in interest rates.

When Share Price Is Determined
Except for the  Transamerica  Premier Cash Reserve Fund,  the net asset value of
each Fund is determined only on days that the New York Stock Exchange (Exchange)
is open.  The net asset value of the  Transamerica  Premier Cash Reserve Fund is
determined only on days that the Federal Reserve is open.

Investments or redemption  requests received before the close of business on the
Exchange,  usually 4:00 p.m. eastern time, receive the share price determined at
the close of the Exchange that day. Investments and redemption requests received
after  the  Exchange  is  closed  receive  the  share  price at the close of the
Exchange the next day the Exchange is open.  Investments and redemption requests
by telephone are deemed received when the telephone call is received.


Distribution Plan
Each  Fund  makes  payments  to TSSC  according  to a plan  adopted  to meet the
requirements of Rule 12b-1 under the Investment Company Act of 1940, as amended.
The  following  fees accrue daily and are based on an annual  percentage  of the
daily average net assets.

                                            12b-1 Fees
Fund                                Class A          Class M
- ------------------------------------------------------------
Premier Aggressive Growth  0.35%            0.60%
Premier Small Company               0.35%            0.60%
Premier Equity                      0.35%            0.60%
Premier Value                       0.35%            0.60%
Premier Index                       0.35%            0.60%
Premier Balanced                    0.35%            0.60%
Premier High Yield Bond             0.35%            0.60%
Premier Bond                        0.35%            0.60%
Premier Cash Reserve                0.35%            0.60%

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

From time to time, and for one or more Funds,  the  Distributor may waive all or
any portion of these fees at its discretion.

TSSC makes periodic payments equal to 0.25% on Class A assets and 0.50% on Class
M assets  to  qualifying  broker-dealers,  certain  financial  institutions,  or
certain  financial  intermediaries  to compensate them for services  provided in
connection  with sales of Class A and Class M Shares.  The payments are based on
the  average  net asset value of Class A or Class M Shares of the Fund which are
attributable to shareholders, including qualified retirement plans, for whom the
broker-dealers are designated as the broker-dealer of record.


Year 2000 Issue

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

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

Summary of Bond Ratings

Following  is a  summary  of the  grade  indicators  used  by  two  of the  most
prominent,  independent  rating agencies (Moody's  Investors  Service,  Inc. and
Standard & Poor's  Corporation)  to rate the  quality  of bonds.  The first four
categories are generally  considered  investment quality bonds. Those below that
level are of lower quality, commonly referred to as "junk bonds."
                                                  Standard
Investment Grade                   Moody's        & Poor's
- ----------------------------------------------------------
Highest quality                    Aaa            AAA
High quality                       Aa             AA
Upper medium                       A              A
Medium, speculative features       Baa            BBB
Lower Quality
- -------------
Moderately speculative             Ba             BB
Speculative                        B              B
Very speculative                   Caa            CCC
Very high risk                     Ca             CC
Highest risk, may not be
    paying interest                               C           C
In arrears or default                             C           D


<PAGE>


Financial Highlights

The  following  information  is  intended  to help  you  understand  the  Funds'
financial  performance  since their  inception.  The total  returns in the table
represent the rate the investor would have earned (or lost) in that year on that
Fund, assuming reinvestment of all dividends and distributions. This information
has been audited by Ernst & Young LLP, independent certified public accountants,
covering the fiscal years ended  December 31,  1995,  1996,  1997 and 1998.  You
should  read  this   information   along  with  the  financial   statements  and
accompanying  notes in the annual report. You can get more information about the
Funds'  performance in the annual report.  See the back cover to find out how to
get this report.
<TABLE>
<CAPTION>

                                                                                                                      Transamerica
                                  Transamerica Premier  Transamerica Premier      Transamerica                            Premier
                                                                                    Premier
                                    Aggressive Growth    Small Company Fund   Equity                                     Value Fund
                                          Fund                                   Fund
                                  Year Ended Period     Year Ended Period     Year Ended Year      Year Ended Period     Period
                                               Ended                 Ended                 Ended                Ended      Ended
                                  December   December   December   December   December   December  December   December   December
                                     31,        31,        31,        31,        31,        31,       31,        31,        31,
                                     1998      1997*       1998      1997*       1998      1997       1996      1995**    1998***
Net Asset Value
<S>                                   <C>        <C>        <C>        <C>        <C>       <C>         <C>       <C>        <C>   
Beginning of period                   $12.18     $10.00     $12.49     $10.00     $18.53    $12.65      $9.82     $10.00     $10.00

Operations:
Net investment income (loss)1         (0.04)     (0.03)     (0.02)     (0.02)     (0.15)    (0.04)     (0.06)       0.02       0.00
Net realized and unrealized gain       10.28       2.21       9.93       2.51       6.42      6.05       2.91     (0.20)       0.62
(loss)
Total from investment operations       10.24       2.18       9.91       2.49       6.27      6.01       2.85     (0.18)       0.62

Dividends/Distributions
  to Shareholders:
Net investment income                    ---        ---        ---        ---        ---       ---     (0.02)        ---     (0.03)
Net realized gains                       ---        ---     (0.41)        ---     (0.02)    (0.13)        ---        ---        ---
Total dividends/distributions            ---        ---     (0.41)        ---     (0.02)    (0.13)     (0.02)        ---     (0.03)

Net Asset Value
End of period                         $22.42     $12.18     $21.99     $12.49     $24.78    $18.53     $12.65      $9.82     $10.59

Total Return2                         84.07%     21.80%     80.27%     24.90%     33.85%    47.51%     29.07%    (1.80%)      6.19%

Ratios and Supplemental Data:
Expenses to average net assets:
  After reimbursement/fee waiver       1.40%     1.40%t      1.40%     1.40%t      1.42%     1.49%      1.50%     0.25%t     1.20%t
  Before reimbursement/fee waiver      1.60%     2.08%t      1.59%     2.12%t      1.42%     1.51%      1.95%     2.39%t     2.21%t
Net investment income (loss),
after
  reimbursement/fee waiver           (0.92%)   (0.59%)t    (0.67%)   (0.43%)t    (0.96%)   (0.71%)    (0.66%)     1.51%t   (0.04%)t
Portfolio turnover rate                  32%        17%        26%        74%        59%       13%        60%        ---        72%
Net assets, end of period
  (in thousands)                    $177,493    $12,780   $209,388    $11,122   $290,318  $111,567    $30,454    $11,070     $9,111
t Annualized
</TABLE>

* Inception - October 2, 1995.

** Inception - July 1, 1998.

*** Inception - April 1, 1998

1 Net  investment  income  (loss)  is after  waiver of fees by the  Adviser  and
reimbursement of certain expenses by the Administrator  (Note 2). If the Adviser
had not waived fees and the Administrator
  had not reimbursed expenses, net investment income (loss) per share would have
been $(0.05) and $(0.06) for the Aggressive Growth Fund, $(0.03) and $(0.06) for
the Small Company Fund, for the periods
  ended December 31, 1998 and 1997, respectively;  $(0.15), $(0.04), $(0.10) and
$(0.01),  for the Equity Fund for the periods  ended  December 31,  1998,  1997,
1996, and 1995, repectively and
  $(0.08) for the Value Fund for the period ended
Dcember 31, 1998.

2 Total return represents aggregate total return for the period indicated and is
not annualized, for periods less than one year.

<PAGE>
<TABLE>
<CAPTION>

                                                                                                                    Transamerica
                                    Transamerica                             Transamerica                             Premier
                                       Premier                                  Premier
                                 Index                                    Balanced                                   High Yield
                                   Fund                                     Fund                                     Bond Fund
                                 Year      Year      Year Ended Period    Year      Year      Year      Period      Period Ended
                                   Ended     Ended                Ended     Ended     Ended     Ended     Ended
                                 December  December  December   December  December  December  December  December    December 31,
                                    31,       31,       31,        31,       31,       31,       31,       31,
                                   1998      1997       1996      1995*     1998      1997      1996      1995*        1998**
Net Asset Value
<S>                                 <C>       <C>        <C>       <C>       <C>       <C>       <C>        <C>            <C>   
Beginning of period                 $15.49    $11.96     $10.59    $10.00    $15.54    $11.57    $10.23     $10.00         $10.00

Operations:
Net investment income1                0.37      0.32       0.27      0.06      0.23      0.11      0.14       0.06           0.73
Net realized and unrealized           3.98      3.60       2.06      0.53      4.31      3.97      1.40       0.17         (0.68)
gain (loss)
Total fro investment operations       4.35      3.92       2.33      0.59      4.45      4.08      1.54       0.23           0.05

Dividends/Distributions
  to Shareholders:
Net investment income               (0.37)    (0.32)     (0.33)       ---    (0.22)    (0.11)    (0.20)        ---         (0.41)
Net realized gains                  (0.84)    (0.07)     (0.63)       ---    (0.62)       ---       ---        ---         (0.01)
Total dividends/distributions       (1.21)    (0.39)     (0.96)       ---    (0.84)    (0.11)    (0.20)        ---         (0.42)

Net Asset Value
End of period                       $18.63    $15.49     $11.96    $10.59    $19.24    $15.54    $11.57     $10.23          $9.63

Total Return2                       28.45%    33.14%     22.33%     5.90%    29.30%    35.38%    15.28%      2.30%          0.58%

Ratios and Supplemental Data:
Expenses to average net assets:
  After reimbursement/fee waiver     0.25%     0.25%      0.35%    0.25%t     1.43%     1.45%     1.45%     0.25%t         0.90%t
  Before reimbursement/fee           1.14%     1.57%      2.29%    4.12%t     1.43%     1.62%     1.94%     2.12%t         6.50%t
waiver
Net investment income, after
  reimbursement/fee waiver           2.26%     2.31%      2.48%    2.70%t     1.60%     0.83%     1.34%     3.12%t        23.97%t
Portfolio turnover rate                32%       11%        94%        4%       32%       23%       19%        16%            22%
Net assets, end of period
  (in thousands)                   $36,342   $23,992    $10,814    $6,934   $61,920   $26,799   $16,041    $12,084         $1,402

</TABLE>

t Annualized

* Inception - October 2, 1995.

** Inception - July 1, 1998.

1 Net  investment  income  (loss)  is after  waiver of fees by the  Adviser  and
reimbursement of certain expenses by the Administrator  (Note 2). If the Adviser
had not waived fees and the Administrator
   had not reimbursed  expenses,  net  investment  income (loss) per share would
have been $0.22,  $0.14, $0.06 and ($0.03) for the Index Fund and $0.23,  $0.09,
$0.09 and $0.02, for the Balanced
   Fund for the periods ended December 31, 1998, 1997,  1996, 1995,  repectively
and $0.56 for the High Yield Bond Fund for the period ended December 31, 1998.

2 Total return represents aggregate total return for the period indicated and is
not annualized, for periods less than one year.




<PAGE>
<TABLE>
<CAPTION>

                                     Transamerica TransamericTransamericTransamericTransamericTransamericTransamericTransamerica
                                       Premier     Premier    Premier    Premier    Premier    Premier    Premier    Premier
                                      Aggressive  Small        Equity     Value      Index     Balanced     Bond    Cash
                                                   Company                                                           Reserve
                                     Growth Fund     Fund       Fund       Fund       Fund       Fund       Fund       Fund
                                     ------------------------------------------------------------------------------------------
                                       Class A     Class A    Class A    Class A    Class A    Class A    Class A    Class A
                                     ------------------------------------------------------------------------------------------
                                     Period Ended Period     Period     Period     Period     Period     Period     Period
                                                    Ended      Ended      Ended      Ended      Ended      Ended      Ended
                                     December 31, December   December   December   December   December   December   December
                                                     31,        31,        31,        31,        31,        31,        31,
                                        1998*       1998*      1998*      1998*      1998*      1998*      1998*      1998*
- -------------------------------------------------------------------------------------------------------------------------------
Net Asset Value
<S>                                        <C>        <C>        <C>         <C>       <C>        <C>        <C>         <C>
Beginning of period                        $17.55     $17.20     $22.86      $9.71     $17.59     $17.99     $10.32      $1.00
                                     ------------------------------------------------------------------------------------------

Operations:
Net investment income (loss)1              (0.11)     (0.08)     (0.16)     (0.02)       0.19       0.18       0.29       0.02
Net realized and unrealized gain             4.97       4.87       2.09       0.92       1.39       1.87       0.19          -
Total from investment operations             4.86       4.79       1.93       0.90       1.58       2.05       0.48       0.02
                                     ------------------------------------------------------------------------------------------

Dividdends/Distributions
  to Shareholders:
Net investment income                         ---        ---        ---     (0.02)     (0.27)     (0.17)     (0.29)     (0.02)
Net realized gains                            ---        ---        ---        ---     (0.28)     (0.62)     (0.11)        ---
Total dividends/distributions                 ---        ---        ---     (0.02)     (0.55)     (0.79)     (0.40)     (0.02)
                                     ------------------------------------------------------------------------------------------

Net Asset Value
End of period                              $22.41     $21.99     $24.79     $10.59     $18.62     $19.25     $10.40      $1.00
                                     ------------------------------------------------------------------------------------------

Total Return2                              27.69%     27.85%      8.44%      9.31%      8.94%     11.41%      4.80%      2.50%
                                     ------------------------------------------------------------------------------------------

Ratios and Supplemental Data:
Expenses to average net assets:
  After reimbursement/fee waiver t          1.50%      1.50%      1.60%      1.30%      0.50%      1.55%      1.40%      0.60%
  Before reimbursement/fee waiver t      2091.85%   2146.03%   2133.52%   2553.76%   2141.94%   2068.27%   2353.12%   2413.01%
Net investment income (loss), after
  reimbursement/fee waiver t              (1.07%)    (0.79%)    (1.26%)    (0.42%)      2.04%      1.73%      5.66%      4.85%
Portfolio turnover rate                       32%        26%        59%        72%        32%        32%       165%         0%
Net assets, end of period
  (in thousands)                               $1         $1         $1         $1         $1         $1         $1         $1
                                     ------------------------------------------------------------------------------------------
</TABLE>

t Annualized

* Inception (Class A) - June 30, 1998

1 Net investment loss is after waiver of fees by the Investment Adviser and 
reimbursement of certain expenses by the
Administrator (Note 2). If the Investment Adviser had
  not  waived  fees  and the  Administrator  had not  reimbursed  expenses,  net
investment  loss per share would have been $(221.25) for the  Aggressive  Growth
Fund, $(212.68) for the
  Small  Company Fund,  $(269.96)  for the Equity Fund,  $(116.09) for the Value
Fund,  $(203.55) for the Index Fund,  $(214.50) for the Balanced Fund, $(120.85)
for the Bond Fund,
  and $(12.31) for the Cash Reserve Fund for the period ended December 31, 1998.

2 Total return represents aggregate total return for the period indicated and is
not annualized, for periods less than one year.


<PAGE>


<TABLE>
<CAPTION>


                        Transamerica TransamericaTransamerica Transamerica Transamerica Transamerica Transamerica Transamerica
                        Premier      Premier     Premier      Premier      Premier      Premier      Premier      Premier
                          Aggressive     Small       Equity       Value        Index       Balanced       Bond     Cash Reserve
                                        Company
                         Growth Fund     Fund         Fund         Fund         Fund         Fund         Fund         Fund
                         -------------------------------------------------------------------------------------------------------
                           Class M      Class M     Class M      Class M      Class M      Class M      Class M      Class M
                         -------------------------------------------------------------------------------------------------------
                         Period Ended   Period    Period Ended Period Ended Period Ended Period Ended Period Ended Period Ended
                                         Ended
                         December         31,  December   December  31,
                                          December  31,   December  31,
                                          December  31,   December  31,
                                          December 31, 31,
                            1998*        1998*       1998*        1998*        1998*        1998*        1998*        1998*
- --------------------------------------------------------------------------------------------------------------------------------
Net Asset Value
<S>                         <C>         <C>          <C>           <C>         <C>          <C>          <C>           <C>
Beginning of period         $17.55      $17.20       $22.86        $9.71       $17.59       $17.99       $10.32        $1.00
                         ----------------------------------------------------------------------------------------------------

Operations:
Net investment income (loss)1    (0.18)      (0.14)       (0.25)       (0.05)         0.16         0.14         0.28         0.02
Net realized and unrealized gain   5.02        4.90         2.12         0.94         1.41         1.87         0.21            -
Total from investment operations   4.84        4.76         1.87         0.89         1.57         2.01         0.49         0.02
                                 -------------------------------------------------------------------------------------------------

Dividdends/Distributions
  to Shareholders:
Net investment income               ---         ---          ---       (0.01)       (0.24)       (0.14)       (0.28)       (0.02)
Net realized gains                  ---         ---          ---          ---       (0.28)       (0.62)       (0.11)          ---
Total dividends/distributions       ---         ---          ---       (0.01)       (0.52)       (0.76)       (0.39)       (0.02)
                                 -------------------------------------------------------------------------------------------------

Net Asset Value
End of period                    $22.39      $21.96       $24.73       $10.59       $18.64       $19.24       $10.42        $1.00
                                 -------------------------------------------------------------------------------------------------

Total Return2                    27.58%      27.67%        8.18%        9.17%        8.92%       11.22%        4.87%        2.35%
                                 -------------------------------------------------------------------------------------------------

Ratios and Supplemental Data:
Expenses to average net assets:
  After reimbursement/fee waiver  1.75%       1.75%        1.85%        1.55%        0.75%        1.80%        1.65%        0.85%
t
  Before reimbursement/fee      1559.17%    1554.70%     1618.88%     1654.81%     2385.32%     2322.86%     2292.61%     2402.67%
waiver t
Net investment income (loss),
after
  reimbursement/fee waiver t     (1.32%)     (1.05%)        1.49%      (0.74%)        1.77%        1.48%        5.42%        4.61%
Portfolio turnover rate              32%         26%          59%          72%          32%          32%         165%           0%
Net assets, end of period
  (in thousands)                      $1          $1           $1           $1           $1           $1           $1           $1
                                ---------------------------------------------------------------------------------------------------

</TABLE>

t Annualized

* Inception (Class M) - June 30,
1998

1 Net investment income (loss) is after waiver of fees by the Investment Adviser
and reimbursement of certain expenses by the
administrator (Note 2). If the Investment Adviser
 had not waived fees and the  Administrator  had not  reimbursed  expenses,  net
investment  income (loss) per share would have been $(207.97) for the Aggressive
Growth Fund,
 $(203.30) for the Small Company Fund,  $(269.54) for the Equity Fund, $(115.93)
for the Value Fund,  $(212.42)  for the Index Fund,  $(215.60)  for the Balanced
Fund, $(118.62)
 for the Bond Fund,  and $(12.07) for the Cash Reserve Fund for the period ended
December 31, 1998.

2 Total return represents aggregate total return for the period indicated and is
not annualized, for periods less than one year.


<PAGE>






ADDITIONAL INFORMATION AND ASSISTANCE


This  prospectus  is intended for use with a defined  benefit or other  employer
sponsored  retirement plan. You may get more  information,  at no change,  about
these Funds by requesting the following:


Statement of Additional Information (SAI)
This document gives  additional  information  about the Funds. The SAI was filed
with the Securities and Exchange  Commission (SEC) and incorporated by reference
as part of the  prospectus.  You can obtain a copy of the SAI by  requesting  it
from us.


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


SEC file number:_____________________



Transamerica Securities Sales Corporation, Distributor




TRS-892-0599




<PAGE>






1

   
               Statement of Additional Information - July 1, 1999


Transamerica Premier Funds

Class A Shares and Class M Shares





Equity Funds
Transamerica Premier Aggressive Growth Fund
Transamerica Premier Equity Fund
Transamerica Premier Index Fund
Transamerica Premier Small Company Fund
Transamerica Premier Value Fund

Combined Equity & Fixed Income Fund
    
Transamerica Premier Balanced Fund

   
Fixed Income Funds
Transamerica Premier Bond Fund
Transamerica Premier High Yield Bond Fund
Transamerica Premier Cash Reserve Fund





About the Statement of Additional Information
Transamerica  Investors,  Inc. (Company) is an open-end,  management  investment
company of the series type offering a number of portfolios,  known  collectively
as the  Transamerica  Premier Funds.  This  Statement of Additional  Information
(SAI)  pertains  to the Class A Shares  and  Class M Shares of the  Transamerica
Premier Funds (Fund or Funds) listed above. Each Fund is managed  separately and
has its own investment  objective,  strategies and policies.  Each class of each
Fund has its own levels of expenses and charges.  The minimum initial investment
is $10,000 per Fund,  except for  qualified  pension  plans.  This SAI  contains
information  additional to that  available in the  Prospectus  described  below.
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  should be read in connection with the
current  Prospectus  dated July 1, 1999.  The  Prospectus  is available  without
charge from your sales representative.

Terms used in the  Prospectus  are  incorporated  by  reference in this SAI. The
Annual Report is also incorporated by reference in this SAI, and it is delivered
to you with the SAI.  We have not  authorized  any  person to give you any other
information.



Contents                                                               Page
Investment Goals and Policies...........................               2
Investment Restrictions.................................              15
Management of the Company...............................              18
Purchase and Redemption of Shares.......................              24
Brokerage Allocation....................................              29
Determination of Net Asset Value........................              31
Performance Information.................................              32
Taxes...................................................              36
Other Information.......................................              37
Financial Statements....................................              38
Appendix A:  Description of Corporate Bond Ratings....................39
Appendix B:  Description of Fixed-Income Instruments..................41


Investment Goals and Policies

The investment  goals stated in the  Prospectus  for each Fund are  fundamental.
This  means  they  can be  changed  only  with the  approval  of a  majority  of
shareholders  of  such  Fund.  The  strategies  and  policies  described  in the
Prospectus  are not  fundamental.  Strategies and policies can be changed by the
Board  of  Directors  of the  Company  (Board)  without  your  approval.  If any
investment  goals of a Fund  change,  you should  decide if the Fund still meets
your financial needs.

The achievement of each Fund's  investment goal 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 goal of any of
the Funds will be achieved.

Buying and Selling Securities
In general,  the Funds purchase and hold securities for capital growth,  current
income,  or a  combination  of  the  two,  depending  on the  Fund's  investment
objective.  Portfolio  changes  can  result  from  liquidity  needs,  securities
reaching a price objective,  anticipated  changes in interest rates, a change in
the  creditworthiness  of  an  issuer,  or  from  general  financial  or  market
developments.  Because  portfolio  changes usually are not tied to the length of
time a security has been held, a significant  number of short-term  transactions
may occur.

The  Funds  may  sell  one  security  and  simultaneously  purchase  another  of
comparable  quality.  The Funds may  simultaneously  purchase  and sell the same
security to take  advantage of  short-term  differentials  and bond  yields.  In
addition,  the Funds may  purchase  individual  securities  in  anticipation  of
relatively short-term price gains.

Portfolio  turnover  has  not  been  and  will  not  be a  consideration  in the
investment  process.  The Investment  Adviser buys and sells securities for each
Fund whenever it believes it is appropriate to do so. Increased turnover results
in higher costs. These costs result from brokerage commissions,  dealer mark-ups
and other  transaction costs on the sale of securities and reinvestment in other
securities.  Increased turnover may also result in additional  short-term gains.
Short-term  gains are taxable to  shareholders  as ordinary  income,  except for
tax-qualified accounts (such as IRAs and employer sponsored pension plans).

For the calendar year 1998,  the portfolio  turnover rate for each Fund was: 32%
for the Transamerica  Premier  Aggressive  Growth Fund; 26% for the Transamerica
Premier Small Company Fund;  59% for the  Transamerica  Premier Equity Fund; 32%
for the Transamerica  Premier Index Fund; 72% for the Transamerica Premier Value
Fund; 32% for the  Transamerica  Premier Balanced Fund; 22% for the Transamerica
Premier High Yield Bond Fund; and 165% for the  Transamerica  Premier Bond Fund.
The  turnover  rate for the  Transamerica  Premier Cash Reserve Fund is zero for
regulatory  purposes. A 100% annual turnover rate would occur if all of a Fund's
securities were replaced one time during a one year period.

High Yield (`Junk') Bonds
The  Transamerica  High Yield Bond Fund  purchases  high yield  bonds  (commonly
called `junk' bonds).  These are  lower-rated  bonds that involve higher current
income but are predominantly speculative because they present a higher degree of
credit  risk  than   investment-grade   bonds.  The  other  Funds,   except  the
Transamerica  Premier Index and  Transamerica  Premier Cash Reserve  Funds,  may
purchase these securities to a limited extent.  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,  the issuers' unique financial  situations,  and the bonds'
coupon  than to small  changes  in the level of  interest  rates.  But during an
economic  downturn  or a period  of  rising  interest  rates,  highly  leveraged
companies  can have trouble  making  principal  and interest  payments,  meeting
projected business goals, and obtaining additional financing.

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

Changes  by  recognized  rating  services  in their  ratings  of a  fixed-income
security  and changes in the  ability of an issuer to make  payments of interest
and  principal  may also affect the value of these  investments.  Changes in the
value of portfolio  securities  generally  will not affect  income  derived from
these securities, but will affect the owning Fund's net asset value.

Periods of economic or political uncertainty and change can create volatility in
the price of 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.

The Funds will not necessarily  dispose of a security when its rating is reduced
below its rating at the time of purchase.  However,  the Investment Adviser will
monitor the investment to determine whether continued investment in the security
will assist in meeting the Fund's investment objectives.

At times, a substantial portion of a Fund's assets may be invested in securities
of which the Fund, by itself or together  with other Funds and accounts  managed
by the Investment Adviser, holds all or a major portion. Under adverse market or
economic  conditions  or in the  event  of  adverse  changes  in  the  financial
condition  of the issuer,  the Fund could find it more  difficult  to sell these
securities when the Investment  Adviser believes it advisable to do so or may be
able to sell the  securities  only at prices lower than if they were more widely
held. Under these circumstances,  it may also be more difficult to determine the
fair value of such  securities  for purposes of  computing  the Fund's net asset
value.

In order to enforce its rights in the event of a default of these securities,  a
Fund may be  required  to  participate  in  various  legal  proceedings  or take
possession  of and  manage  assets  securing  the  issuer's  obligations  on the
securities.  This could  increase the Fund's  operating  expenses and  adversely
affect the Fund's net asset value.

Certain  securities  held by a Fund may permit the issuer at its option to call,
or redeem,  its securities.  If an issuer were to redeem  securities held by the
Fund  during a time of  declining  interest  rates,  the Fund may not be able to
reinvest the proceeds in securities  providing the same investment return as the
securities redeemed.

The Funds may invest in zero-coupon bonds and payment-in-kind bonds. Zero-coupon
bonds are issued at a significant  discount from their principal  amount and may
pay interest  either only at maturity,  or subsequent to the issue date prior to
maturity,  rather  than at regular  intervals  during the life of the  security.
Payment-in-kind  bonds allow the issuer, at its option, to make current interest
payments  on the bonds  either in cash or in  additional  bonds.  The  values of
zero-coupon bonds and  payment-in-kind  bonds are subject to greater fluctuation
in response to changes in market  interest rates than bonds that pay interest in
cash currently. Both zero-coupon bonds and payment-in-kind bonds allow an issuer
to  avoid  the  need  to  generate  cash  to  meet  current  interest  payments.
Accordingly,  such bonds may  involve  greater  credit  risks than bonds  paying
interest currently.  Even though such bonds do not pay current interest in cash,
a Fund  nonetheless is required to accrue interest  income on these  investments
and to distribute the interest income at least annually to  shareholders.  Thus,
the Fund could be required at times to liquidate  other  investments in order to
satisfy its distribution requirements.

Certain investment grade securities in which a Fund may invest share some of the
risk factors discussed above with respect to lower-rated securities.
    

Restricted and Illiquid Securities
   
The Funds may purchase certain restricted securities of U.S. issuers (securities
that are not registered  under the Securities Act of 1933, as amended (1933 Act)
but can be offered and sold to qualified  institutional  buyers pursuant to Rule
144A under that Act) and  limited  amounts of  illiquid  investments,  including
illiquid restricted securities.

Up to 15% of a  Fund's  net  assets  may be  invested  in  securities  that  are
illiquid, except that the Transamerica Premier Cash Reserve Fund may only invest
10% of its net assets in such  securities.  Securities are  considered  illiquid
when there is no readily available market or when they have legal or contractual
restrictions.

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.  These  investments  may be
difficult to sell quickly for their fair market value.
    

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 not  readily  marketable  and  therefore  illiquid.  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.

Certain  restricted  securities  that are not registered for sale to the general
public but that can be resold to institutional investors under Rule 144A may not
be considered  illiquid if a dealer or institutional  trading market exists. The
institutional  trading market is relatively new. However,  liquidity of a Fund's
investments  could be impaired if trading for these  securities does not further
develop or declines.  The  Investment  Adviser  determines the liquidity of Rule
144A securities under guidelines  approved by the Board.  Derivatives Each Fund,
except for  Transamerica  Premier Cash Reserve 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:  (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 no more 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
   
The Funds may write (i.e.,  sell) covered call and put options on any securities
in which they 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. A Fund would
normally write a call option in  anticipation  of a decrease in the market value
of securities of the type in which it may invest.  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 Fund may cover a written call option or put option 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 the 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
effect 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 will 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.

   
The Funds 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
   
The Funds 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 the 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 the 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 it takes 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 (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  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 the Fund intends
to protect, 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.

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.  Each 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.  Therefore,  a Fund
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.

Interest  Rate Swaps The Funds 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  Investment  Company  Act of 1940,  as  amended  (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  to the  swap 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.

Foreign Securities
The Funds may invest in foreign securities.  The Transamerica Premier Index Fund
invests  only in American  Depositary  Receipts  (ADRs) that are selected by the
Standard & Poor's  Corporation  to be  included  in the S&P 500  Index.  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.

Investing  in the  securities  of foreign  issuers  involves  special  risks and
considerations not typically associated with investing in U.S. companies.  These
risks  and  considerations  include  differences  in  accounting,  auditing  and
financial  reporting  standards,  generally  higher  commission rates on foreign
securities  transactions,  the  possibility  of  expropriation  or  confiscatory
taxation,  adverse  changes  in  investment  or  exchange  control  regulations,
political  instability  which could affect U.S.  investment in foreign countries
and potential  restrictions on the flow of international capital and currencies.
Foreign  issuers  may also be subject to less  government  regulation  than U.S.
companies.  Moreover,  the dividends and interest payable on foreign  securities
may be subject to foreign  withholding  taxes,  thus  reducing the net amount of
income available for distribution to the Fund's shareholders.  Further,  foreign
securities  often trade with less frequency and volume than domestic  securities
and, therefore, may exhibit greater price volatility.

Changes  in  foreign   currency   exchange  rates  will  affect,   favorably  or
unfavorably,  the value of those  securities  which are denominated or quoted in
currencies  other than the U.S.  dollar.  Currency  exchange rates generally are
determined  by the forces of supply and demand in the foreign  exchange  markets
and the  relative  merits  of  investments  in  different  countries,  actual or
perceived  changes in interest rates and other complex factors,  as seen from an
international  perspective.   Currency  exchange  rates  also  can  be  affected
unpredictably  by intervention of U.S. or foreign  governments or central banks,
or the failure to intervene,  or by currency controls or political  developments
in the United States or abroad.

Short Sales
The Funds may sell securities  which they do not own or own but do not intend to
deliver to the buyer (sell  short) if, at the time of the short  sale,  the Fund
making the short  sale owns or has the right to  acquire an equal  amount of the
security being sold short at no additional  cost. These  transactions  allow the
Funds to hedge  against  price  fluctuations  by  locking  in a sale  price  for
securities they do not wish to sell immediately.

A Fund may make a short sale when it  decides  to sell a  security  it owns at a
currently  attractive price. This allows the Fund to postpone a gain or loss for
federal income tax purposes and to satisfy certain tests applicable to regulated
investment companies under the Code. The Funds will only make short sales if the
total  amount of all short sales does not exceed 10% of the total  assets of the
Fund. This limitation can be changed at any time.

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.  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.  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 a Fund enters into a firm commitment agreement,  liability for the purchase
price and the rights and risks of ownership  of the security  accrue to the Fund
at the time it becomes  obligated to purchase such security,  although  delivery
and  payment  occur at a later  date.  Accordingly,  if the market  price of the
security  should  decline,  the effect of such an agreement would be to obligate
the Fund to purchase the  security at a price above the current  market price on
the  date of  delivery  and  payment.  During  the time a Fund is  obligated  to
purchase such security it will be required to segregate assets.  See "Segregated
Accounts."

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,  such  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.
    

Lending of Securities
   
Subject to investment  restriction number 2 titled "Lending"  (relating to loans
of  securities),  as a means  to earn  additional  income  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. A 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 must have the right
to call the loan and  obtain  the  securities  loaned at any time on three  days
notice.  This  includes the right to call the loan to enable the Fund to execute
shareholder voting rights.  Such loans cannot exceed one-third of the Fund's net
assets taken at market value. Interest on loaned securities cannot exceed 10% of
the annual gross income of the Fund (without offset for realized capital gains).
A 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.

A Fund  lending  securities  will incur  credit  risks as with any  extension of
credit.  The Fund risks 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.  Lending
securities to broker-dealers  and institutions could result in a loss or a delay
in recovering the Fund's securities.

The lending policy described in this paragraph is a fundamental  policy that can
only be changed by a vote of a majority of shareholders.

Indebtedness
From time to time,  the Funds may  purchase the direct  indebtedness  of various
companies (Indebtedness) or participation in such Indebtedness. The Transamerica
Premier  Value Fund is more likely to invest in such  securities  than the other
Funds.  Indebtedness  represents a specific commercial loan or portion of a loan
which has been given to a company by a financial  institution  such as a bank or
insurance  company (Bank  Claims).  The company is typically  obligated to repay
such  commercial  loan over a specified  time  period.  By  purchasing  the Bank
Claims, a Fund steps into the shoes of the financial  institution which made the
loan to the company prior to its restructuring or refinancing.  Such Bank Claims
purchased by a Fund may be in the form of loans, notes or bonds.

The Funds normally invest in the Indebtedness  which has the highest priority of
repayment by the company. However, on occasion, lower priority Indebtedness also
may be acquired.

Indebtedness of companies may also include Trade Claims.  Trade Claims generally
represent money due to a supplier of goods or services to the companies  issuing
indebtedness. Company Indebtedness,  including Bank Claims and Trade Claims, may
be illiquid (as defined below).
    

Borrowing Policies of the Funds
   
The  Funds  may  borrow  money  from  banks  or  engage  in  reverse  repurchase
agreements,  for  temporary  or emergency  purposes.  Each Fund may borrow up to
one-third  of the  Fund's  total  assets.  To secure  borrowings,  each Fund may
mortgage or pledge  securities  in an amount up to  one-third  of the 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.  Variable  Rate,
Floating  Rate, or Variable  Amount  Securities The Funds may invest in variable
rate,  floating  rate,  or  variable  amount  securities.  These are  short-term
unsecured  promissory notes issued by corporations to finance  short-term credit
needs.  They are  interest-bearing  notes on which the interest  rate  generally
fluctuates on a scheduled basis.
    

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
   
The Funds may enter into 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 a 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  which  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.  A Fund will not invest in  repurchase
agreements  maturing  in more than seven days if that would  result in more than
10% of the Fund's net assets  being so invested  when  taking  into  account the
remaining days to maturity of its existing repurchase agreements.

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. If the seller is unable to make a timely repurchase,  the
expected proceeds could be delayed, or the Fund could suffer a loss in principal
or current  interest,  or incur costs in liquidating the  collateral.  The Funds
have established  procedures to evaluate the  creditworthiness of parties making
repurchase agreements.
    

Reverse Repurchase Agreements and Leverage
   
The Funds 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 the Fund sells securities and  simultaneously  agrees to
repurchase them at a price which reflects an agreed-upon  rate of interest.  The
Fund 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 a Fund's shares
to rise or fall faster  than would  otherwise  be the case.  There may also be a
risk of delay in the recovery of the underlying securities if the opposite party
has financial difficulties. A Fund's obligations under all borrowings, including
reverse  repurchase  agreements,  will not  exceed  one-third  of the Fund's net
assets.

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 1940 Act. 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.

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

Small Capitalization Stocks
Except  for the  Premier  Cash  Reserve  Fund,  the  Funds  may  invest in small
capitalization  stocks.  The  securities  of small  companies  are usually  less
actively  followed by analysts and may be under-valued by the market,  which can
provide  significant  opportunities  for  capital  appreciation;   however,  the
securities  of such small  companies  may also involve  greater risks and may be
subject to more  volatile  market  movements  than  securities  of larger,  more
established companies. The securities of small companies are often traded in the
over-the  counter  market,  and  might  not be  traded  in  volumes  typical  of
securities  traded on a national  securities  exchange.  Thus, the securities of
small  companies  are  likely to be subject  to more  abrupt or  erratic  market
movements than securities of larger, more established companies.

Over-The-Counter-Market
The Funds may  invest  in  over-the-counter  stocks.  Generally,  the  volume of
trading in an unlisted or over-the-counter  common stock is less than the volume
of trading in a listed stock.  Low trading volumes may make it difficult to find
a buyer or seller for the securities of some companies. This will have an effect
on the purchase or selling price of a stock.


Mortgage-Backed and Asset-Backed Securities
The Funds  may  invest  in  mortgage-backed  and  asset-backed  securities.  The
Transamerica  Premier Bond Fund is more likely to invest in such securities than
the other Funds.  Mortgage-backed  and  asset-backed  securities  are  generally
securities  evidencing  ownership  or  interest  in  pools  of  many  individual
mortgages or other loans.  Part of the cash flow of these securities is from the
early payoff of some of the underlying  loans. The specific amount and timing of
such prepayments is difficult to predict, creating prepayment risk. For example,
prepayments on Government National Mortgage Association certificates (GNMAs) are
more likely to increase  during  periods of declining  long-term  interest rates
because  borrowers  tend to refinance  when interest rates drop. In the event of
very high  prepayments,  the Funds may be required to invest these proceeds at a
lower interest rate,  causing them to earn less than if the  prepayments had not
occurred.  Prepayments  are more  likely to  decrease  during  periods of rising
interest rates, causing the expected average life of the underlying mortgages to
become longer.  This  variability of prepayments  will tend to limit price gains
when interest  rates drop and to exaggerate  price  declines when interest rates
rise.

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

Investments in Other Investment Companies
Up to 10% of each  Fund's  total  assets may be  invested in the shares of other
investment companies, but only up to 5% of its assets may be invested in any one
other investment company. In addition,  no Fund may purchase more than 3% of the
outstanding shares of any one investment company.

Special Situations
The  Funds may  invest  in  "special  situations"  from time to time.  A special
situation arises when, in the opinion of the Investment Adviser,  the securities
of a  particular  issuer will be  recognized  and  appreciate  in value due to a
specific  development  with  respect  to that  issuer.  Developments  creating a
special  situation might include,  among others,  a merger proposal or buyout, a
leveraged   recapitalization,   a  new  product  or  process,   a  technological
breakthrough,  a management  change or other  extraordinary  corporate event, or
differences  in market  supply of and demand  for the  security.  Investment  in
special  situations  may carry an additional  risk of loss in the event that the
anticipated  development  does  not  occur  or does  not  attract  the  expected
attention.  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  as
fundamental  policies of the Funds. Under 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
non-diversified  fund.  The  non-diversified  Fund  reserves the right to become
diversified  by  limiting  its  investments  in which more than 5% of the Fund's
total assets are invested.  Investment restrictions 11 through 14 may be changed
by a vote of the Board of Directors of the Company 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 U.S. 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 limitations 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 1933
Act.
    

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.   Warrants
The  Transamerica  Premier  Cash  Reserve  Fund  may not  invest  in any form of
warrants.

   
14.   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

   
Transamerica Investors, Inc.
Transamerica Investors, Inc. was organized as a Maryland corporation on February
22,  1995.  The  Company  is  registered  with the SEC  under the 1940 Act as an
open-end management investment company of the series type. Each Fund constitutes
a separate series. All series, except the Transamerica Premier Aggressive Growth
Fund,  are  diversified  investment  companies.  Each series has four classes of
shares,  Investor Shares,  Institutional Shares, A Shares and M Shares. This SAI
describes the Class A and Class M Shares only.  For more  information  about the
Investor Shares, available to investors on a no-load basis, or the Institutional
Shares, available to institutional investors,  call 1-800-892-7587.  The Company
reserves the right to issue  additional  classes of shares in the future without
the consent of shareholders,  and can allocate any remaining unclassified shares
or reallocate any unissued classified shares. The fiscal year-end of the Company
is December 31.

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

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




Directors and Officers
Responsibility  for the management and  supervision of the Company and its Funds
rests with the Board. The Investment  Adviser and the  Administrator are subject
to the direction of the Board.

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, Inc.           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 40                                                        Transamerica Occidental Life
                                                              Insurance Company (TOLIC).

Gary U. Rolle'*                     Director                  Chairman and President,
Transamerica Center                                           Transamerica Income Shares Inc.
1150 S. Olive St.                                             and Transamerica Variable Insurance
Los Angeles, CA 90015                                         Fund; Executive Vice President &
Age 57                                                        Chief Investment Officer,
                                                              Transamerica 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 49                                                        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 65                                                        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 63
    

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 43


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 42                                                        Janus Capital Corporation.

Sandra Chappell Brown               Senior Vice               Transamerica Life Companies since 1998.
Transamerica Center                 President                 Formerly Vice President, Mutual Fund
1150 S. Olive St.                                             Administration, Bank of America.
Los Angeles, CA 90015
Age 43
</TABLE>

The  directors  are  responsible  for major  decisions  relating  to the  Funds'
objectives, policies and operations. 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.

   
Name                       Compensation Paid
Sidney E. Harris                    $15,000
Charles C. Reed                     $15,000
Carl R. Terzian                     $15,000

The officers and directors of Transamerica  Investors,  Inc. together owned less
than 1% of the  shares of each of the  equity  Funds.  As of March 17,  1999 the
following  shareholders owned 25% or more of the Class A Shares of the indicated
Funds:
    
<TABLE>
<CAPTION>

                                                     Transamerica               Percent
   
Shareholder                                          Premier Fund               Owned
- -------------------------------------------------------------------------------------
<S>                     <C>                                                     <C>  
LBS Bank Profit Sharing 401(k) Plan                  Aggressive Growth Fund     99.6%
   12 E. 52nd Street, New York, NY 10022-5308
LBS Bank Profit Sharing 401(k) Plan                  Equity Fund                98.9%
   12 E. 52nd Street, New York, NY 10022-5308
LBS Bank Profit Sharing 401(k) Plan                  Index Fund                 99.6%
   12 E. 52nd Street, New York, NY 10022-5308
LBS Bank Profit Sharing 401(k) Plan                  Small Company Fund         99.4%
   12 E. 52nd Street, New York, NY 10022-5308
LBS Bank Profit Sharing 401(k) Plan                  Value Fund                 99.9%
   12 E. 52nd Street, New York, NY 10022-5308
LBS Bank Profit Sharing 401(k) Plan                  Balanced Fund              99.2%
   12 E. 52nd Street, New York, NY 10022-5308
LBS Bank Profit Sharing 401(k) Plan                  Bond Fund                  99.0%
   12 E. 52nd Street, New York, NY 10022-5308
LBS Bank Profit Sharing 401(k) Plan                  Cash Reserve Fund          99.9%
   12 E. 52nd Street, New York, NY 10022-5308

As of March 17, 1999 the following shareholders owned 25% or more of the Class M
Shares of the indicated Funds:
    
                                                     Transamerica               Percent
   
Shareholder                                          Premier Fund               Owned
Warren International, Inc. 401K P/S Plan             Aggressive Growth Fund     89.0%
   302 E. 51st Street, New York, NY 10022-7803
Warren International, Inc. 401K P/S Plan             Equity Fund                46.8%
   302 E. 51st Street, New York, NY 10022-7803
Dennis East International, Inc. Profit                        Equity Fund               29.0%
   Sharing Plan, 4 Great Western Rd, N. Harwich, MA 02645
Warren International, Inc. 401K P/S Plan             Index Fund                 91.0%
   302 E. 51st Street, New York, NY 10022-7803
Warren International, Inc. 401K P/S Plan             Small Company Fund         86.7%
   302 E. 51st Street, New York, NY 10022-7803
Dennis East International, Inc. Profit                        Value Fund                44.9%
   Sharing Plan, 4 Great Western Rd, N. Harwich, MA 02645
Transamerica Corporation                             Value Fund                 42.2%
   600 Montgomery St., San Francisco, CA 49111-2702
Dennis East International, Inc. Profit                        Balanced Fund             64.2%
   Sharing Plan, 4 Great Western Rd, N. Harwich, MA 02645
Transamerica Corporation                             Bond Fund                  56.3%
   600 Montgomery St., San Francisco, CA 49111-2702
Dennis East International, Inc. Profit                        Bond Fund                 27.9%
   Sharing Plan, 4 Great Western Rd, N. Harwich, MA 02645
Warren International, Inc. 401K P/S Plan             Cash Reserve Fund          80.2%
   302 E. 51st Street, New York, NY 10022-7803

In addition, as of March 17, 1999 the following shareholders owned 5% or more of
the Class M Shares of the indicated equity Funds:
                                                     Transamerica               Percent
Shareholder                                          Premier Fund               Owned
- -------------------------------------------------------------------------------------
Dennis East International, Inc. Profit                        Aggressive Growth Fund      6.6%
   Sharing Plan, 4 Great Western Rd, N. Harwich, MA 02645
Transamerica Corporation                             Equity Fund                20.9%
   600 Montgomery St., San Francisco, CA 49111-2702
Transamerica Corporation                             Small Company Fund           8.4%
   600 Montgomery St., San Francisco, CA 49111-2702
Warren International, Inc. 401K P/S Plan             Value Fund                   6.4%
   302 E. 51st Street, New York, NY 10022-7803
Transamerica Corporation                             Balanced Fund               23.3%
   600 Montgomery St., San Francisco, CA 49111-2702
Warren International, Inc. 401K P/S Plan             Balanced Fund                 9.1%
   302 E. 51st Street, New York, NY 10022-7803
</TABLE>

Investment Adviser
The  Funds'  Investment  Adviser  is  Transamerica   Investment  Services,  Inc.
(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.  Although it is the Company's policy to seek
the best price and execution for each  transaction,  the Investment  Adviser may
give consideration to brokers and dealers who provide the Funds with statistical
information  and  other  services  in  addition  to  transaction  services.  See
"Brokerage Allocation" below.

For its services to the Funds,  the Investment  Adviser receives an Adviser Fee.
The  following  fees are based on an annual  percentage of the average daily net
assets of each Fund. They are accrued daily, and paid monthly.
    
<TABLE>
<CAPTION>

- -------------------------------------------------- -------------------- ----------------- ------------------
   
Transamerica Premier Fund                          First $1 Billion     Next $1 Billion   Over $2 Billion
    
- -------------------------------------------------- -------------------- ----------------- ------------------
- -------------------------------------------------- -------------------- ----------------- ------------------
   
<S>                                                       <C>                <C>                <C>  
Aggressive Growth Fund                                    0.85%              0.82%              0.80%
    
- -------------------------------------------------- -------------------- ----------------- ------------------
- -------------------------------------------------- -------------------- ----------------- ------------------
   
Equity Fund                                               0.85%              0.82%              0.80%
    
- -------------------------------------------------- -------------------- ----------------- ------------------
- -------------------------------------------------- -------------------- ----------------- ------------------
   
Index Fund                                                0.30%              0.30%              0.30%
    
- -------------------------------------------------- -------------------- ----------------- ------------------
- -------------------------------------------------- -------------------- ----------------- ------------------
   
Small Company Fund                                        0.85%              0.82%              0.80%
    
- -------------------------------------------------- -------------------- ----------------- ------------------
- -------------------------------------------------- -------------------- ----------------- ------------------
   
Value Fund                                                0.75%              0.72%              0.70%
    
- -------------------------------------------------- -------------------- ----------------- ------------------
- -------------------------------------------------- -------------------- ----------------- ------------------
   
Balanced Fund                                             0.75%              0.72%              0.70%
    
- -------------------------------------------------- -------------------- ----------------- ------------------
- -------------------------------------------------- -------------------- ----------------- ------------------
   
Bond Fund                                                 0.60%              0.57%              0.55%
    
- -------------------------------------------------- -------------------- ----------------- ------------------
- -------------------------------------------------- -------------------- ----------------- ------------------
   
High Yield Bond Fund                                      0.55%              0.52%              0.50%
    
- -------------------------------------------------- -------------------- ----------------- ------------------
- -------------------------------------------------- -------------------- ----------------- ------------------
   
Cash Reserve Fund                                         0.35%              0.35%              0.35%
    
- -------------------------------------------------- -------------------- ----------------- ------------------
</TABLE>

   
Following are the amounts of Adviser Fees earned, amounts waived and net amounts
received  for each Fund over the last  three  fiscal  years.  Certain  fees were
waived by the Investment Adviser.
    
<TABLE>
<CAPTION>

- --------------------------------------------------- ------------------- ------------------ -----------------
Transamerica Premier Fund                              Adviser Fee         Adviser Fee       Adviser Fee
    Fiscal Year                                           Earned             Waived          Net Received
   
Aggressive Growth Fund
<S>      <C>                                                     <C>                <C>                  <C>
Class A, 1998                                                    $5.73              $5.73                $0
Class M, 1998                                                    $7.46              $7.46                $0
Equity Fund
Class A, 1998                                                    $5.45              $5.45                $0
Class M, 1998                                                    $7.18              $7.18                $0
Index Fund
Class A, 1998                                                    $1.93              $1.93                $0
Class M, 1998                                                    $1.73              $1.73                $0
Small Company Fund
Class A, 1998                                                    $5.49              $5.49                $0
Class M, 1998                                                    $7.47              $7.47                $0
Value Fund
Class A, 1998                                                    $4.06              $4.06                $0
Class M, 1998                                                    $6.25              $6.25                $0
Balanced Fund
Class A, 1998                                                    $5.00              $5.00                $0
Class M, 1998                                                    $4.45              $4.45                $0
Bond Fund
Class A, 1998                                                    $3.52              $3.52                $0
Class M, 1998                                                    $3.61              $3.61                $0
High Yield Bond Fund
Class A, 1998
Class M, 1998
    
- --------------------------------------------------- ------------------- ------------------ -----------------
   
Cash Reserve Fund
Class A, 1998                                                    $1.77              $1.77                $0
Class M, 1998                                                    $1.77              $1.77                $0
    
- --------------------------------------------------- ------------------- ------------------ -----------------
</TABLE>

   
The Investment Adviser is a wholly-owned subsidiary of Transamerica Corporation,
600 Montgomery  Street,  San Francisco,  California  94111,  one of the nation's
largest financial services companies.




Administrator
The Funds'  Administrator  is  Transamerica  Occidental  Life Insurance  Company
(Administrator),  1150 South Olive Street,  Los Angeles,  California  90015. The
Investment  Adviser  pays  part of its  Adviser  Fee to the  Administrator.  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.  The  Administrator  has
contracted  with  State  Street  Bank  and  Trust  Company  to  perform  certain
administrative functions.

Each Fund pays all of its expenses not assumed by the Investment  Adviser or the
Administrator.  This includes  transfer  agent and custodian  fees and expenses,
legal and auditing fees, printing costs of reports to shareholders, registration
fees and expenses,  12b-1 fees, and fees and expenses of directors  unaffiliated
with Transamerica Corporation.

The  Administrator  may from time to time reimburse the Funds for some or all of
their operating  expenses.  Such  reimbursements  will increase a Fund's return.
This is  intended  to make the Funds  more  competitive.  This  practice  may be
terminated at any time.

Transamerica  Occidental Life Insurance Company is a wholly-owned  subsidiary of
Transamerica   Insurance  Corporation  of  California.   Transamerica  Insurance
Corporation  of  California  is  a  wholly-owned   subsidiary  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 Transfer Agency  Agreement,  State Street Bank also serves as the Funds'
transfer  agent.   The  transfer  agent  is  responsible  for:  a)  opening  and
maintaining your account; b) reporting information to you about your account; c)
paying you  dividends  and capital  gains;  and d) handling  your  requests  for
exchanges, transfers and redemptions.

DistributorTransamerica  Securities  Sales  Corporation  (TSSC)  serves  as  the
principal   underwriter  of  shares  of  the  Funds,   which  are   continuously
distributed.  TSSC  is  a  wholly-owned  subsidiary  of  Transamerica  Insurance
Corporation of California,  which is a wholly-owned  subsidiary of  Transamerica
Corporation. TSSC is registered with the Securities and Exchange Commission as a
broker-dealer,  and  is a  member  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 TSSC.

Distribution of Shares of the Funds
The 12b-1 plan of distribution and related  distribution  contracts  require the
Funds to pay  distribution  and  service  fees to TSSC as  compensation  for its
activities,  not as reimbursement for specific expenses.  If TSSC's expenses are
more than its fees for any Fund,  the Fund will not have to pay more than  those
fees. If TSSC's  expenses are less than the fees,  it will keep the excess.  The
Company  will  pay  the   distribution  and  service  fees  to  TSSC  until  the
distribution  contracts  are  terminated or not renewed.  In that event,  TSSC's
expenses  over and above any fees  through the  termination  date will be TSSC's
sole responsibility and not the obligation of the Company. The Board will review
the distribution plan, contracts and TSSC's expenses.

The 12b-1 fee covers such activities as preparation, printing and mailing of the
Prospectus and Statement of Additional Information for prospective customers, as
well as sales literature and other media advertising,  and related expenses.  It
can also be used to compensate sales personnel involved with selling the Funds.

The fees are described in full in the  prospectus.  During 1998 TSSC received no
12b-1 income from Class A or Class M Shares.
    

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.


   
Purchase and Redemption of Shares

Detailed  information on how to purchase and redeem shares of a Fund is included
in the Prospectus.

IRA AccountsYou  can establish an Individual  Retirement  Account (IRA),  either
Regular or Roth IRA, or a Simplified  Employee  Pension (SEP) or SIMPLE IRA with
your employer,  or an Education IRA for a child.  Contributions to an IRA may be
deductible  from your taxable  income or earnings may be tax-free,  depending on
your  personal tax situation  and the type of IRA.  Please call  1-800-89-ASK-US
(1-800-892-7587)  for your IRA application  kit, or for additional  information.
The kit has information on who qualifies for which type of IRA.

If you are receiving a distribution from your pension plan, or you would like to
transfer your IRA account from another financial  institution,  you can continue
to get  tax-deferred  growth by  transferring  these  proceeds to a Transamerica
Premier Fund IRA. If you want to rollover  distributions  from your pension plan
to an IRA in one or more of the Funds,  the money must be paid  directly by your
pension plan administrator to Transamerica  Premier Funds to avoid a 20% federal
withholding tax.

There is an annual fee of $10 per Fund in which you own shares for administering
your  IRA.  This  is  limited  to a  maximum  annual  fee  of $40  per  taxpayer
identification number. This fee is waived if the combined value of all shares in
your IRA accounts is $5,000 or more when the fee is due. Alternatively,  you can
pay a  one-time,  non-refundable  fee of  $100  for all IRA  accounts  that  are
maintained under the same taxpayer  identification  number.  You may pay the fee
directly.  Otherwise it will be deducted ordinarily during December of each year
or at the time you fully redeem your shares in a Fund, if prior to December. The
Company  reserves the right to change the fee, but you will be notified at least
30 days in advance of any such change.
    

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 the
Transamerica  Premier Cash Reserve  Fund).  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  broker-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) currentCurrent  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)employeeEmployee  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) clientsClients of administrators of tax-qualified  employee benefit plans
     which have entered into agreements with Transamerica Premier Funds.
         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
d)  21.institution  with respect to sales of Fund shares;  and their spouses and
 children  under  age  (v) aA  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.
 (vi)"wrap"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 the  Transamerica
Premier  Cash  Reserve  Fund)  purchased  at the  same  time  through  a  single
broker-dealer,  if the  broker-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: the
investor's current purchase; and the maximum public offering price (at the close
of business on the previous day) of:
   
     all shares held by the investor in all of the Transamerica Premier Funds 
     (except the Transamerica Premier
         Cash Reserve Fund); and
     any shares of the Transamerica Premier Cash Reserve Fund acquired by 
          exchange from other Transamerica
         Premier Funds; and
    
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 a broker-dealer,  when each purchase is
made the investor or broker-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 the  Transamerica
Premier Cash Reserve  Fund).  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.

   
Statement of Intention forms may be obtained from Transamerica  Premier Funds or
from broker-dealers. Interested investors should read the Statement of Intention
carefully.

Class A Commissions
Except as stated below, TSSC pays  broker-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 1.00% of the first $2 million,  0.80% of the
next  $1  million  and  0.50%  thereafter.  This  includes  participant-directed
qualified  retirement  plans  (including  a plans  with at  least  200  eligible
employees).  Transamerica Premier Cash Reserve 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.
    




Contingent Deferred Sales Charges
   
Class A Shares purchased at net asset value by a participant-directed  qualified
retirement plan (including a plan with at least 200 eligible  employees)  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 1.00%,  if
redeemed within two years after purchase.  The Class A Shares 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.

All Class M Shares  purchased  within  two years  after  the  initial  purchase,
including  purchases by  qualified  retirement  plans,  are subject to a CDSC of
1.00%.

Class A and Class M 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  account  in any one Fund in a
90-day period, we reserve the right to pay you in securities in lieu of cash.

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.
They may be securities that the Fund regards 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" later in this  document.  Such valuation will be made as of the same time
the redemption price is determined.

This right is designed to give the Funds the option 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, the market risk
is imposed on the  redeeming  shareholder.  The redeeming  shareholder  (not the
Fund) bears the brokerage cost of selling the securities.
    

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, 1998,  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  all  classes  of the  Funds  have  paid the
following brokerage commissions:
    
<TABLE>
<CAPTION>

- ------------------------------------------------ --------------- -------------- ---------------
   
Transamerica Premier Fund                             1998           1997            1996
    
- ------------------------------------------------ --------------- -------------- ---------------
   
<S>                                                    <C>             <C>                    
Aggressive Growth Fund                                 $243,678        $21,170             - -
Equity Fund                                            $558,494       $127,954         $50,745
Index Fund                                              $13,083         $7,134          $9,599
Small Company Fund                                     $395,283        $48,326             - -
Value Fund                                              $40,900            - -             - -
Balanced Fund                                           $61,810        $20,909         $13,424
    
- ------------------------------------------------ --------------- -------------- ---------------
   
$251,312$78,592$130,939Bond Fund                        $60,808        $23,822          $2,828
High Yield Bond Fund                                    $44,445            - -             - -
Total                                                $1,418,501       $251,312         $78,592
    
- ------------------------------------------------ --------------- -------------- ---------------
</TABLE>

   
On  December  31,  1998,  the Premier  Equity Fund held stock in Charles  Schwab
Corporation  with a value of  $21,070,312  and stock in Merrill  Lynch & Company
Incorporated  with a value of  $7,342,500.  The Premier Index Fund held stock in
Charles Schwab  Corporation  with a value of $79,112,  stock in Chase  Manhattan
Corporation  with a  value  of  $193,910,  stock  in  Merrill  Lynch  &  Company
Incorporated with a value of $75,961,  stock in Lehman Brothers  Holdings,  Inc.
with a value of $15,202,  stock in Morgan  Stanley  Dean Witter & Company with a
value of $175,015, and stock in The Bear Sterns Companies,  Inc. with a value of
$14,763. The Premier Value Fund held stock in Merrill Lynch & Company, Inc. with
a value of  $367,125.  The Premier  Balanced  Fund held stock in Charles  Schwab
Corporation  with a value of  $1,727,766,  and stock in Merrill Lynch & Company,
Inc. with a value of $1,001,250.  In 1998,  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
Transamerica  Corporation,  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 $1200 in 1998,
$300 in 1997 and $0 in 1996,  totaling $1500 over the three years. For 1998, the
business done through Charles Schwab & Company  represents  0.0001% of the total
commissions  paid by the Funds to all  brokers,  and  0.0001%  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) equityEquity 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-counterOver-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) debtDebt 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) optionsOptions  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-counterOver-the-counter  options  are  valued  based  upon  prices
     provided by market makers in such securities or dealers in such currencies.
 (f) forwardForward  foreign currency  exchange  contracts are valued based upon
     quotations supplied by dealers in such contracts.
 (g) allAll  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.
 (h) debtDebt  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 $1.00 per share. 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

   
The performance  information which may be published for the Funds is historical.
It is not  intended to represent or guarantee  future  results.  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.

The  Transamerica  Premier  Equity,  Transamerica  Premier  Index,  Transamerica
Premier  Balanced,  Transamerica  Premier Bond,  and  Transamerica  Premier Cash
Reserve  Funds have the same  investment  adviser and the  investment  goals and
policies,  and  their  strategies  are  substantially  similar  in all  material
respects as the separate accounts which preceded such Funds and were operated in
the same manner as such Funds. The Transamerica High Yield Bond separate account
transferred  (converted) all its assets to the  Transamerica  Premier High Yield
Bond Fund in exchange  for shares in the Fund.  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 (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 or regulated as investment  companies  under the securities  laws,
their  performance  may have been  adversely  affected  at times.  The  separate
account performance figures are not the Funds' own performance and should not be
considered  a  substitute  for the  Funds'  own  performance.  Separate  account
performance  should  not  be  considered   indicative  of  any  past  or  future
performance of the Funds.
    

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

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

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)


<TABLE>
<CAPTION>

Class A - Average Annual Total Returns (as of 12/31/98)
                                                       1            5      10          Since        Incep-
 __________________________________________year         years    years              Inception    tion Date
                                           ---------------------------------------------------------------
<S>                                         <C>                                       <C>         <C>  <C>
Transamerica Premier Aggressive Growth Fund 74.26%         -         -                64.88%      6/30/97
Transamerica Premier Small Company Fund              70.72%         -         -               65.38%      6/30/97
Transamerica Premier Equity Fund                     26.77%         -         -               30.17%      10/2/95
Transamerica Premier Index Fund                      21.34%         -         -            25.31%       10/2/95
Transamerica Premier Value Fund*                         -               -             -
0.72%      3/31/98
Transamerica Premier Balanced Fund          22.45%         -             -            22.69%      10/2/95
Transamerica Premier High Yield Bond Fund*      -          -         -                   -
6/30/98
Transamerica Premier Bond Fund                         4.17%        -         -                 6.01%      10/2/95
Transamerica Premier Cash Reserve Fund                 5.08%        -         -         5.07%      10/2/95








Class M - Average Annual Total Returns (as of 12/31/98)
                                                       1            5      10          Since        Incep-
 __________________________________________year         years    years              Inception    tion Date
                                           ---------------------------------------------------------------
Transamerica Premier Aggressive Growth Fund 81.69%         -         -                69.37%      6/30/97
Transamerica Premier Small Company Fund              77.91%         -         -               69.84%      6/30/97
Transamerica Premier Equity Fund                     31.97%         -         -               31.56%      10/2/95
Transamerica Premier Index Fund                      26.60%         -         -            26.74%       10/2/95
Transamerica Premier Value Fund*                       -               -               -
6.49%      3/31/98
Transamerica Premier Balanced Fund          27.55%         -             -            24.02%      10/2/95
Transamerica Premier High Yield Bond Fund*      -          -         -                    -
6/30/98
Transamerica Premier Bond Fund                         8.20%        -         -                 7.07%      10/2/95
Transamerica Premier Cash Reserve Fund                 4.79%        -         -         4.80%      10/2/95
</TABLE>

* Total returns are  year-to-date,  not  annualized,  from its  inception  date.
Performance is Investor Class  performance  recalculated  to reflect Class A and
Class M fees and expenses.

Cumulative Total Returns
From time to time,  the  Portfolio  may  disclose  cumulative  total  returns in
conjunction  with the standard  format  described  above.  The cumulative  total
returns will be calculated using the following formula:

CTR   =   (ERV/P) - 1

         Where:
         CTR   =           The cumulative total return net of Portfolio 
                              recurring charges for the period.

         ERV      =        The ending redeemable value of the hypothetical 
                              investment at the end of the period.

         P     =           A hypothetical single payment of $1,000.


Money Market Fund Yields
From time to time,  the  Transamerica  Premier Cash Reserve Fund  advertises its
yield and effective yield.  Both yield figures are based on historical  earnings
and are not  intended  to  indicate  future  performance.  The yield of the Fund
refers to the income  generated  by an  investment  in the Fund over a seven-day
period (which period will be stated in the  advertisement).  This income is then
annualized.  That is, the amount of income  generated by the  investment  during
that week is  assumed  to be  generated  each week over a 52-week  period and is
shown as a percentage  of the  investment.  The  effective  yield is  calculated
similarly but, when  annualized,  the income earned by an investment in the Fund
is assumed to be reinvested.  The effective  yield will be slightly  higher than
the yield because of the compounding effect of this assumed reinvestment.

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 Yields for  Transamerica
Premier Cash Reserve Fund 7-day Current  Yield as of 12/31/98:  Class A = 5.53%;
Class M = 4.76%
7-day Effective Yield as of 12/31/98: Class A = 5.69%; Class M = 4.87%

30-Day Yield for Non-Money Market Funds
Although  30-day yields are not used in  advertising,  they are  available  upon
request.  Quotations  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
    

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.


Taxes

   
For each taxable  year,  each Fund intends to qualify as a regulated  investment
company  (RIC) under  Subchapter  M of the  Internal  Revenue  Code of 1986,  as
amended (Code).  This exempts the Funds from federal income and excise taxes, if
the Funds  distribute  to their  shareholders  at least 90% of their  investment
company  taxable  income,  consisting  generally of net investment  income,  net
short-term   capital  gains,   and  net  gains  from  certain  foreign  currency
transactions.  Shareholders  are  subject  to tax on  these  distributions.  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,  Vice  President  and  Associate  General  Counsel  of
Transamerica Occidental Life Insurance Company.
    

Independent Auditors
   
Ernst & Young LLP, 725 S. Figueroa Street, Los Angeles, California 90017, serves
as independent  auditors for the Funds, and in that capacity examines the annual
financial statements of the Company.
    

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  SAI.  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.

Bond Ratings  Securities  ratings are based  largely on the issuer's  historical
financial condition and the rating agencies'  investment analysis at the time of
rating.  Consequently,  the rating  assigned to any  particular  security is not
necessarily a reflection of the issuer's current financial condition,  which may
be better or worse than the rating would indicate.

Although securities ratings are considered when making investment decisions, the
Investment  Adviser  performs  its own  investment  analysis  and  does not rely
principally on the ratings  assigned by the rating  services.  This analysis may
include  consideration  of the  issuer's  experience  and  managerial  strength,
changing financial condition, borrowing requirements or debt maturity schedules,
and its  responsiveness  to changes in business  conditions and interest  rates.
Relative values based on anticipated cash flow,  interest or dividend  coverage,
asset coverage and earnings prospects are also considered.

Because  of the  greater  number of  considerations  involved  in  investing  in
lower-rated  securities,  the achievement of the Transamerica Premier High Yield
Bond  Fund's  objectives  depends  more  on  the  analytical  abilities  of  the
investment team than is the case with the Transamerica Premier Balanced Fund and
the Transamerica Premier Bond Fund, which both invest primarily in securities in
the higher rating categories.

For more detailed information on bond ratings,  including gradations within each
category of quality, see Appendix A.


Financial Statements

The  audited  Annual  Report for the fiscal  year ended  December  31, 1998 is a
separate report supplied with this SAI and is incorporated herein by reference.
    



<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 and is
indicative of a very strong capacity to pay interest and repay principal.
    

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>
31

   
Transamerica Premier Funds - Institutional Shares
    

Prospectus: May 1, 1999


Equity Funds
Transamerica Premier Aggressive Growth Fund
Transamerica Premier Equity Fund
Transamerica Premier Index Fund
Transamerica Premier Small Company Fund
Transamerica Premier Value Fund

Combined Equity & Fixed Income Fund
Transamerica Premier Balanced Fund

Fixed Income Funds
Transamerica Premier Bond Fund
Transamerica Premier High Yield Bond Fund
Transamerica Premier Cash Reserve Fund



















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



<PAGE>



Table of Contents                                             Page

The Funds at a Glance .........................................     2
Fees and Expenses...............................................        8
The Funds in Detail
   
         Transamerica Premier Aggressive Growth Fund...9
         Transamerica Premier Equity Fund ..............        9
         Transamerica Premier Index Fund.................10
         Transamerica Premier Small Company Fund   .....10
         Transamerica Premier Value Fund.................11
         Transamerica Premier Balanced Fund..............       12
         Transamerica Premier Bond Fund................. 13
         Transamerica Premier High Yield Bond Fund..... 14
         Transamerica Premier Cash Reserve Fund........     15
Investment Adviser...............................................16
Shareholder Services............................................    18
    
         Buying Shares......................................... 18
         Important Information About Buying Shares.....  18
         Selling Shares.........................................19
         Important Information About Selling Shares.....19
         Selling Shares: In Detail.............................  20
         Exchanging Shares Between Funds  ..............      20
         Investor Requirements & Services.................21
   
Your Guide To: Dividends & Capital Gains    ..............        22
Your Guide To: Federal Taxes and Your Fund Shares    .....  22
    
Share Price........................................................ 23
Year 2000 Issue..................................................       23
Summary of Bond Ratings    ......................................23
Financial Highlights............................................    24
Additional Information and Assistance.......................   Back Cover



<PAGE>




The Funds at a Glance

The following is a summary of each Fund's  goals,  strategies,  risks,  intended
investors and performance. Each Fund has its own investment goal, strategies and
policies.  The Funds are managed by Transamerica  Investment Services,  Inc., or
TIS. TIS has been  managing  funds for employee  pension plans since 1967 and is
currently managing over $40 billion.

   
The performance shown for each Fund assumes  reinvestment of dividends.  We show
the  performance  of the  Investor  Class of Shares for all Funds,  because  the
Institutional  Class  was not  available  prior to the date of this  prospectus.
Since the Investor  Class is subject to 12b-1 fees and higher  expenses than the
Institutional  Class, its performance would have been worse than the performance
of the Institutional  Class. We compare each Fund's performance to a broad-based
securities  market index.  Performance  figures for these indexes do not reflect
any  commissions  or fees,  which you would pay if you purchased the  securities
represented  by the index.  You cannot  invest  directly in these  indexes.  The
performance data for the indexes do not indicate the past or future  performance
of any Fund.     

Transamerica Premier Aggressive Growth Fund

The Fund seeks to maximize long-term growth.

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

Your primary  risk in investing in this Fund is you could lose money.  The value
of  equity  securities  can fall due to the  issuing  company's  poor  financial
condition  or poor  general  economic or market  conditions.  Because  this Fund
invests in equities,  its performance may vary more than fixed income funds over
short  periods.  Because this Fund can  concentrate  a larger  percentage of its
assets than our other equity  funds,  the poor results of one company can have a
greater negative impact on the Fund's performance.

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.

The following  performance  information provides some indication of the risks of
investing in the Fund.  We show annual  returns,  best and worst  quarters,  and
average annual total returns over the life of the Fund.  Past  performance is no
guarantee of future results.

[GRAPHIC OMITTED]

o  Best calendar quarter: 43.17% for quarter ending 12/31/98
o  Worst calendar quarter: -10.77% for quarter ending 9/30/98

Average Annual Total Returns Since Inception (as of 12/31/98)
                                            Since Inception
   
                           1 year           (7/1/97)
    
Premier Aggressive
 Growth Fund               84.07%           71.05%
S&P 500 Index*             28.58%           26.36%

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



Transamerica Premier Equity Fund

The Fund seeks to maximize long-term growth.

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

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

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

The following  performance  information provides some indication of the risks of
investing in the Fund.  We show annual  returns,  best and worst  quarters,  and
average annual total returns over the life of the Fund.  Past  performance is no
guarantee of future results.

[GRAPHIC OMITTED]


      Best calendar quarter: 28.74% for quarter ending 6/30/97
      Worst calendar quarter:  -14.57%for quarter ending 9/30/98

Average Annual Total Returns Since Inception (as of 12/31/98)
                                            Since Inception
                  1 year       3 years      (10/2/95)
Premier Equity Fund            33.85%       36.59%   32.59%
 S&P 500 Index*   28.58%       28.23%       28.06%

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



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  Index is  composed  of 500  common  stocks  that are  chosen by
Standard & Poor's Corporation.

Your primary  risk in investing in this Fund is you could lose money.  The value
of  equity  securities  can fall due to the  issuing  company's  poor  financial
condition  or poor  general  economic or market  conditions.  Because  this Fund
invests in equities,  its performance may vary more than fixed income funds over
short periods.  Due to this Fund's wide  diversification of investing in a large
number of companies,  its  performance  may vary less over short periods of time
than our other Funds.

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

The following  performance  information provides some indication of the risks of
investing in the Fund.  We show annual  returns,  best and worst  quarters,  and
average annual total returns over the life of the Fund.  Past  performance is no
guarantee of future results.

[GRAPHIC OMITTED]


      Best calendar quarter: 21.11% for quarter ending 12/31/98
      Worst calendar quarter: -9.89% for quarter ending 9/30/98

Average Annual Total Returns Since Inception (as of 12/31/98)
                                            Since Inception
                  1 year       3 years      (10/2/95)
Premier Index Fund             28.45%       27.89%   27.71%
S&P 500 Index*    28.58%       28.23%       28.06%

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



Transamerica Premier Small Company Fund

The Fund seeks to maximize long-term growth.

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

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

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.

The following  performance  information provides some indication of the risks of
investing in the Fund.  We show annual  returns,  best and worst  quarters,  and
average annual total returns over the life of the Fund.  Past  performance is no
guarantee of future results.

[GRAPHIC OMITTED]


o  Best calendar quarter: 51.55% for quarter ending 12/31/98
o  Worst calendar quarter: -15.64% for quarter ending 9/30/98

Average Annual Total Returns Since Inception (as of 12/31/98)
                                            Since Inception
   
                           1 year           (7/1/97)
    
Premier Small
   
 Company Fund              80.27%           71.53%
Russell 2000 Index*                 -2.55%           5.38%
    

* The Russell 2000 Index  measures the  performance  of the 2,000  smallest U.S.
companies by market capitalization.



Transamerica Premier Value Fund

The Fund seeks to maximize capital appreciation.

Our strategy is to discover  investments that offer growing  shareholder returns
at an  attractive  valuation.  To do so we invest in  companies  that are either
under-followed or out of favor in the market.  Our research focuses on companies
undergoing  positive  change.  We believe that investing in situations of change
directed by strong  managers will lead to strong returns for Fund  shareholders.
We typically  concentrate the Fund's  holdings in fewer than 50  well-researched
companies.  At least 65% of the Fund's  assets will be invested in a diversified
portfolio of securities of selected companies.

Your primary  risk in  investing in this Fund is that you could lose money.  The
value  of  equity  securities  can fall due to a  deterioration  in the  issuing
company's  financial condition or adverse general economic or market conditions.
As an equity fund, this Fund's performance may vary more than fixed income funds
over short  periods.  To the extent this Fund  concentrates  its  holdings,  its
performance may vary more than funds that hold many more securities.

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

   
The following  performance  information provides some indication of the risks of
investing in the Fund.  This Fund  started on March 30,  1998,  so it has no one
year  performance data as of December 31, 1998. Past performance is no guarantee
of future results.     


      Best calendar  quarter:  26.87% for quarter ending 12/31/98 Worst calendar
      quarter: -13.80% for quarter ending 9/30/98 Total return for Premier Value
      Fund from April 1, 1998 to December 31 1998 was 6.19% Total return for the
      Standard & Poor's 500 Index from April 1, 1998 to  December  31,  1998 was
      12.84%



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 of all sizes.
Generally  60% to 70% of the assets  are  invested  in  equities  following  the
Premier  Equity Fund  strategies,  and the  remaining  assets  invested in bonds
following the Premier Bond Fund strategies.

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

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

The following  performance  information provides some indication of the risks of
investing in the Fund.  We show annual  returns,  best and worst  quarters,  and
average annual total returns over the life of the Fund.  Past  performance is no
guarantee of future results.

[GRAPHIC OMITTED]


      Best calendar quarter: 21.75% for quarter ending 6/30/97
      Worst calendar quarter: -2.76% for quarter ending 12/31/97

Average Annual Total Returns Since Inception (as of 12/31/98)
                                                Since Inception
                     1 year        3 years      (10/2/95)
Premier Balanced Fund              29.30%       26.37%        24.97%
S&P 500 Index*       28.58%        28.23%       28.06%
Lehman Brothers
   Government/Corporate
      Bond Index**   9.47%         7.33%        8.25%

* The  Standard  and  Poor's 500 Index (S&P 500)  consists  of 500 widely  held,
publicly traded common stocks. ** The Lehman Brothers  Government/Corporate Bond
Index is a broad-based  unmanaged  index of 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 & Poor's Corporation.


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

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

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

The following  performance  information provides some indication of the risks of
investing in the Fund.  We show annual  returns,  best and worst  quarters,  and
average annual total returns over the life of the Fund.  Past  performance is no
guarantee of future results.

[GRAPHIC OMITTED]


      Best calendar quarter: 4.82% for quarter ending 12/31/95
      Worst calendar quarter: -3.77% for quarter ending 3/31/96

Average Annual Total Returns Since Inception (as of 12/31/98)
                                            Since Inception
                  1 year       3 years      (10/2/95)
Premier Bond Fund 9.58%        6.83%        7.83%
Lehman Brothers
  Government/Corporate
  Bond Index*     9.47%        7.33%        8.25%
* 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 & Poor's Corporation.

Transamerica Premier High Yield Bond Fund

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

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

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

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

The following  performance  information provides some indication of the risks of
investing in the Fund.  We show annual  returns,  best and worst  quarters,  and
average annual total returns over the life of the Fund.  Past  performance is no
guarantee of future results.

[GRAPHIC OMITTED]


      Best calendar quarter: 8.63% for quarter ending 3/31/91
      Worst calendar quarter: -2.78 for quarter ending 9/30/98

Average Annual Total Returns Since  Inception (as of 12/31/98) Since Inception 1
year 5 years  (9/1/90)  Premier High Yield Bond Fund* 5.73% 9.95% 13.21% Merrill
Lynch High Yield  Master  Index**  3.66%  9.01% 9.97% *  Effective  7/1/98,  the
Transamerica High Yield Bond Fund (separate account) exchanged all of its assets
for  shares  in the  Transamerica  Premier  High  Yield  Bond Fund  (Fund).  The
inception  date of the Fund is  considered  to be 9/1/90,  the separate  account
inception  date.  The  performance  prior to 6/30/98 is the  separate  account's
performance recalculated to reflect the actual fees and expenses of the Fund. **
The Merrill Lynch High Yield Master Index provides a broad-based  measure of the
performance of the non-investment  grade U.S. bond market.  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 a diversified  selection of
high quality U.S.  dollar-denominated  money market  instruments  with remaining
maturities  of 13 months or less.  We look for  securities  with minimal  credit
risk. We maintain an average maturity of 90 days or less.

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

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

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

The following  performance  information provides some indication of the risks of
investing in the Fund.  We show annual  returns,  best and worst  quarters,  and
average annual total returns over the life of the Fund.  Past  performance is no
guarantee of future results.

[GRAPHIC OMITTED]


      Best calendar quarter: 1.39% for quarter ending 12/31/95
      Worst calendar quarter: 1.28% for quarter ending 6/30/96

Average Annual Total Returns Since Inception (as of 12/31/98)
                                                Since Inception
   
                     1 year      3 years             (10/2/95)
- --------------------------------------------------------------
    
Premier Cash Reserve Fund     5.45%             5.42%         5.44%
IBC First Tier Index**        4.96%             4.95%         4.97%

* You can get the 7-day current yield of the  Transamerica  Premier Cash Reserve
Fund by  calling  1-800-89-ASK-US.  **  IBC's  Money  Fund  ReportTM-First  Tier
represents  all taxable  money  market funds that meet the SEC's  definition  of
first tier securities contained in Rule 2a-7 under the Investment Company Act of
1940.



<PAGE>


Fees and Expenses

The table below  provides a breakdown of the expenses you may pay if you buy and
hold shares of these Funds. There is no sales charge (load) or other transaction
fees for the Funds that you pay  directly.  However,  investors  do pay fees and
expenses incurred by each Fund.


Annual Fund Operating Expenses (as a percent of average net assets)

                                                   Total
Transamerica     Management  DistributionOther     Operating
- ----------------------------------------------------------------
Premier Fund     Fee         (12b-1) Fee Expenses  Expenses

   
0.00%ssive Growth0.63%%      1.48%
Equity           0.85%       0.00%       0.80%       1.65%
Index            0.30%       0.00%       1.69%       1.99%
Small Company    0.85%       0.00%       0.63%       1.48%
Value            0.75%       0.00%       0.54%       1.29%
Balanced         0.75%       0.00%       0.89%       1.64%
Bond             0.60%       0.00%       0.91%       1.51%
High Yield Bond  0.55%       0.00%       0..25%      0.80%
Cash Reserve     0.35%       0.00%       0.44%       0.79%
    


1 12b-1 fees cover costs of advertising and marketing the Fund.

   
The Funds' total  operating  expenses  above  include the maximum  adviser fees,
maximum 12b-1 fees and estimated other expenses that the Fund may incur in 1999.
Assuming we continue the waivers  described  below,  the actual total  operating
expenses are:  Aggressive Growth = 1.15%;  Equity = 1.25%;  Index = 0.15%; Small
Company = 1.15%; Value = 0.95%;  Balanced = 1.20%; Bond = 1.05%; High Yield Bond
= 0.65%;  and Cash Reserve = 0.25%.  The Investment  Adviser has agreed to waive
part of its Adviser Fee, the  Distributor  has agreed to waive the  distribution
fee (Cash  Reserve Fund only),  and the  Administrator  has agreed to assume any
other operating expenses to ensure that annualized expenses for the Funds (other
than interest, taxes, brokerage commissions and extraordinary expenses) will not
exceed  these  caps.  These  measures  will  increase  the  Funds'  yields.  The
Administrator  may,  from  time to time,  assume  additional  expenses.  The fee
waivers and expense assumptions may be terminated at any time without notice.
    


Example
The table below is to help you compare the cost of investing in these Funds with
the cost of investing in other mutual funds. These examples assume that you make
a one-time  investment of $10,000 in each Fund and hold your shares for the time
periods indicated. The examples also assume that your investment has a 5% return
each year and that the Funds' operating expenses remain the same as shown above.
The examples do not reflect  reinvestment  of dividends  and  distributions  and
assume no fees for IRA  accounts.  Costs are the same  whether you redeem at the
end of any period or not. Your actual costs may be higher or lower.


                                                              Investment Period
Premier Fund        1 Year   3 Years  5 Years  10 Years
- ---------------------------------------------------------
   
$151essiv$468owth   $   808  $1,768
Equity              $168     $520     $   897  $1,955
Index               $202     $624     $1,073   $2,317
Small Company       $151     $468     $   808  $1,768
Value               $131     $409     $   708  $1,556
Balanced            $167     $517     $   892  $1,944
Bond                $154     $477     $   824  $1,802
High Yield Bond     $  82    $255     $   444  $   990
Cash Reserve        $  81    $252     $   439  $   978
    



<PAGE>


The Funds in Detail

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

Premier Aggressive Growth Fund
Ticker Symbol, Investor Shares: TPAGX

Goal
Our goal is to maximize long-term growth.

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

   
The Investment Adviser's equity management team selects U.S. companies showing:
 o  Strong potential for steady growth; and
 o  High barriers to competition
    

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

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

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

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

This Fund Is Intended For:
Investors who are willing and financially  able to take on  above-average  stock
market  volatility in order to pursue  long-term  capital  growth.  Since stocks
constantly change in value, this Fund is intended as a long-term investment.

Premier Equity Fund
Ticker Symbol, Investor Shares: TEQUX

Goal
Our goal is to maximize long-term growth.

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

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

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

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

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

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

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


Premier Index Fund
Ticker Symbol, Investor Shares: TPIIX

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

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

Policies
We buy the  stocks  that  make  up the S&P 500  Index,  with  the  exception  of
Transamerica  Corporation  common stock. Our stock purchases  reflect the Index,
but we make no attempt to forecast general market movements.

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

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

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

This Fund is Intended  For:  Investors  who want to  participate  in the overall
economy and who have the perspective,  patience and financial ability to take on
average  stock market  volatility  in pursuit of long-term  capital  growth.  By
owning  shares of the Fund,  you  indirectly  own  shares  in the  largest  U.S.
companies. Premier Small Company Fund Ticker Symbol, Investor Shares: TPSCX

Goal
Our goal is to maximize long-term growth.

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

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

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

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

We may also invest in debt securities.

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

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

This Fund Is Intended For:
Investors who are willing and financially  able to take on  above-average  stock
market  volatility in order to pursue  long-term  capital  growth.  Stock values
change  constantly.  For  this  reason,  the  Fund is  intended  as a  long-term
investment.


Premier Value Fund
Ticker Symbol, Investor Shares: TPVIX

Goal
Our goal is to maximize capital appreciation.

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

   
We generally  invest at least 65% of the Fund's assets in securities of domestic
companies that we believe are undervalued.  We  appreciation.  The securities we
invest  in may  include  common  and  preferred  stocks,  warrants,  convertible
securities, corporate and high yield debt, and other securities.

To achieve our goal,  we may invest in  securities  issued by  companies  of all
sizes.  Generally,  however we will invest in the securities of companies  whose
market  capitalization  (total market value of publicly  traded  securities)  is
greater than $500 million.  There are no pre-set percentages of stocks, bonds or
cash  equivalents  or other  securities  we must invest in at any given time. In
pursuit of our goal, we consider:
      The  fundamental  outlook for the line of business in which the company is
      engaged;  and The valuation of the company's  securities compared to those
      of its competitors.
    
 The quality of the company's management
 The financial condition and strength of the company's business model

   
Since we invest in  securities  that we  believe  to be priced  lower than their
intrinsic value, this Fund's portfolio will likely include  securities issued by
companies that are reorganizing or  restructuring,  or which are facing, or have
recently emerged from reorganization or restructuring.     

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

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

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

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

This Fund Is Intended For:
Investors who are willing and  financially  able to take on  significant  market
volatility and investment risk in order to pursue long-term capital growth.



Premier Balanced Fund
Ticker Symbol, Investor Shares: TBAIX

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

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

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

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

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

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

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

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

This Fund Is Intended For:
Investors  who seek  long-term  total returns that balance  capital  growth with
current income.  This Fund allows investors to participate in both the stock and
bond markets.



Premier Bond Fund
Ticker Symbol, Investor Shares: TPBIX

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

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

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

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

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

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

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

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

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

This Fund Is Intended For:
Investors who have the  perspective,  patience and financial  ability to take on
average bond price volatility in pursuit of a high total return.



Premier High Yield Bond Fund
Ticker Symbol, Investor Shares: Pending

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

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

To achieve our goal, the Investment Adviser's fixed income management team:
   
 o   Seeks to achieve  price  appreciation  and  minimize  price  volatility  by
     identifying  bonds  that are  likely to be  upgraded  by  qualified  rating
     organizations;
 o   Employs research and credit analysis to minimize  purchasing bonds that may
     default by  determining  the  likelihood of timely  payment of interest and
     principal; and
 o Invests Fund assets in other securities consistent with the objective of high
current income and capital appreciation.
    

Policies
We  generally  invest  at  least  65% of this  Fund's  assets  in a  diversified
portfolio  of high  yield,  below  investment  grade  debt  securities  commonly
referred  to as "junk  bonds." Up to 15% of Fund assets may be invested in bonds
rated below Caa by Moody's or CCC by Standard & Poor's.  Investments may include
bonds in the lowest rating category of each rating agency, or unrated bonds that
we determine  are of  comparable  quality.  Such bonds may be in default and are
generally  regarded by the rating agencies as having extremely poor prospects of
ever attaining any real investment standing.

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

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

Risks
The value of the Fund's  investments  will fluctuate in response to movements in
interest rates. If rates rise, the values of debt securities generally fall. The
longer the  average  maturity  of the Fund's  bond  portfolio,  the  greater the
fluctuation.  Although lower or non-rated bonds are capable of generating higher
yields,  investors  should be aware that they are also subject to greater  price
volatility and higher rates of default than investment  grade bonds (those rated
above Baa by Moody's or BBB by Standard & Poor's).  Price  volatility and higher
rates of default are both capable of diminishing the performance of the Fund and
the value of your shares.

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

This Fund Is Intended For:
Investors who are willing to take  substantial  risks in pursuit of  potentially
higher rewards. The risks associated with investments in speculative  securities
make this Fund suitable only for long-term investment.



Premier Cash Reserve Fund
Ticker Symbol, Investor Shares: TPCXX

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

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

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

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

Policies
Bank  obligations  purchased  for the Fund are limited to U.S. or foreign  banks
with  total  assets of $1.5  billion  or more.  Similarly,  savings  association
obligations  purchased for the Fund are limited to U.S. savings banks with total
assets of $1.5 billion or more. Foreign  securities  purchased for the Fund must
be issued by foreign governments,  agencies or instrumentalities,  or banks that
meet the minimum $1.5 billion  capital  requirement.  These foreign  obligations
must also meet the same quality requirements as U.S. obligations. The commercial
paper  and  other  short-term  corporate  obligations  we buy for the  Fund  are
determined by the Investment Adviser to present minimal credit risks.

   
Investments  received for the Institutional Class are automatically  invested in
the Investor Class of the Premier Cash Reserve Fund.
    

Risks
The interest rates on short-term  obligations  held in the Fund's portfolio will
vary,  rising or falling with short-term  interest rates  generally.  The Fund's
yield will tend to lag behind general changes in interest rates.  The ability of
the Fund's yield to reflect  current market rates will depend on how quickly the
obligations  in its  portfolio  mature  and how  much  money  is  available  for
investment at current  market  rates.  The Fund is also subject to the risk that
the issuer of a security in which the Fund invests may fail to pay the principal
or interest  payments when due.  This will lower the return from,  and the value
of, the security,  which will lower the  performance  of the Fund. To the extent
this Fund invests in foreign securities, it is subject to currency fluctuations,
changing political and economic climates and potentially less liquidity.

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

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

Investment Adviser

The Funds' Investment Adviser is Transamerica Investment Services, Inc. 
1150 South Olive Street, Suite 2700, Los Angeles, CA
90015. The Investment Adviser's duties include, but are not limited to:
   
o  Supervising and managing the investments of each Fund
o Ensuring that investments follow each Fund's investment objective, strategies,
and policies, and comply with government regulations     

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

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

Transamerica  Premier  Aggressive  Growth Fund and  Transamerica  Premier  Small
Company Fund
   
Primary Manager since Funds' inception:  Philip Treick,  Vice President and Fund
Manager,  Transamerica Investment Services.  Primary Manager of the Transamerica
Aggressive  Growth and  Transamerica  Small  Company  Funds.  Co-Manager  of the
Transamerica Premier Equity
    
Fund. B.S., University of South Florida. Joined Transamerica in 1988.

Co-Manager since 1998: Christopher J. Bonavico (see Value Fund)

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

Co-Manager since 1998: Philip Treick (see Aggressive Growth Fund).

Transamerica Premier Index Fund
   
Primary Manager since 1998: Lisa L. Hansen,  Assistant Vice President and Senior
Trader,  Transamerica  Investment Services.  Primary Manager of the Transamerica
Equity Index Fund since 1998.  B.A.,  University  of  California  at Santa Cruz.
Senior Trader, Husic
    
Capital Management, 1988-1997. Joined Transamerica in 1997.

Co-Manager since 1998: Christopher J. Bonavico (see Value Fund).
Transamerica Premier Value Fund
   
Primary  Manager since 1998:  Christopher J. Bonavico,  Assistant Vice President
and Fund  Manager,  Transamerica  Investment  Services.  Primary  Manager of the
Transamerica  Value Fund since  1998.  Co-Manager  of the  Transamerica  Premier
Aggressive  Growth Fund,  the  Transamerica  Premier  Small  Company  Fund,  the
Transamerica Premier Index Fund, and the Transamerica Premier Balanced Fund. Was
Primary Manager of the  Transamerica  Premier Index Fund from inception to 1998.
B.S., University of Delaware. Joined Transamerica in 1993..
    

Co-Manager since 1998: Jeffrey S. Van Harte (see Equity Fund).

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

Co-Manager since 1998: Stephen J. Ahearn, C.F.A., Vice President and Director of
Research,  Transamerica  Investment  Services.  Co-Manager  of the  Transamerica
Premier High Yield Bond Fund. Senior Associate-Municipal Bonds, General Electric
Investment Corporation, 1991-1994. B.S. , Boston College. Joined Transamerica in
1994.

Co-Manager since 1998: Christopher J. Bonavico (see Value Fund).

Transamerica Premier Bond Fund
   
Primary Manager since 1998:  Matthew W. Kuhns, CFA, Vice President and Portfolio
Manager,  Transamerica Investment Services.  Primary Manager of the Transamerica
Bond Fund since 1998. Was Co-Manager of the  Transamerica  Premier Bond Fund and
the  Transamerica  Bond  Fund.  Member  of the Bond Club of Los  Angeles.  B.A.,
University of California, Berkeley. M.B.A., University of Southern California.
    
Joined Transamerica in 1991.

   
Co-Manager since 1999:  Heidi Y. Hu, CFA, Vice President and Portfolio  Manager,
Transamerica  Investment  Services.  Primary Manager of the Transamerica  Income
Shares since 1999.  Co-Manager of the Transamerica  Bond Fund since 1999. Member
of the Los  Angeles  Society of  Financial  Analysts.  Portfolio  Manager,  Arco
Investment Management Company, 1994-1998. B.S., Lewis and Clark College.
    
M.B.A., University of Chicago. Joined Transamerica in 1998.

Transamerica  Premier High Yield Bond Fund Primary Manager since Fund inception:
Heather E.  Creeden,  C.F.A.,  Vice  President  and Fund  Manager,  Transamerica
Investment  Services.  Member of the Los Angeles Society of Financial  Analysts.
Portfolio Manager,  Analytical Investment Management,  1986-1987.  B.S., Arizona
State University. Joined Transamerica in 1987.

Co-Manager since Fund inception: Stephen J. Ahearn (see Balanced Fund).

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

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

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

- --------------------------------------------------------------------------
                             Annual Fee Percentages
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
                                        First      Next       Over
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Transamerica Fund                       $1 Billion $1 Billion $2 Billion
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Premier Aggressive Growth Fund          0.85%      0.82%      0.80%
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Premier Equity Fund                     0.85%      0.82%      0.80%
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Premier Index Fund                      0.30%      0.30%      0.30%
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Premier Small Company Fund              0.85%      0.82%      0.80%
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Premier Value Fund                      0.75%      0.72%      0.70%
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Premier Balanced Fund                   0.75%      0.72%      0.70%
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Premier Bond Fund                       0.60%      0.57%      0.55%
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Premier High Yield Bond Fund            0.55%      0.52%      0.50%
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Cash Reserve Fund                       0.35%      0.35%      0.35%
- --------------------------------------------------------------------------
The Investment Adviser is currently waiving the adviser fee for the Transamerica
Premier Index Fund and the Transamerica  Premier Cash Reserve Fund. It may waive
some or all of these fees from time to time at its discretion. Such waivers will
increase a Fund's return.  This is intended to make the Funds more  competitive.
The Investment Adviser may terminate this practice at any time.

AEGON Agreement
On February 18, 1999,  Transamerica  Corporation  announced that it had signed a
merger  agreement  with AEGON  N.V.,  one of the world's  leading  international
insurance  groups,  providing for AEGON's  acquisition of all of  Transamerica's
outstanding  common stock for a  combination  of cash and AEGON stock worth $9.7
billion.  The closing of the  transaction is expected to occur during the summer
of 1999.

Transamerica  Corporation  indirectly  owns the  Premier  Funds'  Administrator,
Transamerica   Occidental   Life  Insurance   Company,   and  the   Distributor,
Transamerica  Securities  Sales  Corporation,  and directly owns the  Investment
Adviser, Transamerica Investment Services, Inc.


Shareholder Services

We've made  opening an account,  investing in shares and account  management  as
easy and efficient as possible. For your convenience, we also provide a complete
range of services to meet your investment and financial transaction needs.

Our Investor Services Provide You With :
      A simple  application  form and  service  representatives  to  assist  you
      Purchases, exchanges and redemptions by phone Purchases and redemptions by
      wire  Automatic   Investment   Plan  Automatic   Exchange  Plan  Automatic
      Withdrawal Plan Automatic  reinvestment of dividends  Accounts for gifting
      assets to minors  Electronic  or wire  credits to your bank  account  from
      shares you redeem  Check  writing  (minimum of $250) with the Premier Cash
      Reserve Fund Individual Retirement Account (IRA) administration
      PremierQuote,  a 24-hour  automated  information and transactions  service
line (1-800-892-7587, option 2)

You  choose  the  services  that meet your  personal  needs  for  investing  and
convenience.  Have questions?  We're ready to help. Simply call  1-800-89-ASK-US
(1-800-892-7587) for assistance and information.

To Open Your Account, All You Need To Do Is:
      Complete the application;
      Enclose a check or money order for the amount you want to invest; and Mail
      these two items to:
                  Transamerica Investors
                  P.O. Box 9232
                  Boston, MA 02205-9232.
      You can also make your initial  investment  by wiring funds from your bank
     to our  custodian,  State Street  Bank.  For  instructions  on this option,
     please refer to the section entitled "By Wire" in BUYING SHARES.


BUYING SHARES

Here's what you need to do:

By Mail for additional investments in the Funds of your choice.
      Fill out an investment coupon from a previous confirmation statement, or
      Indicate on your check or a separate piece of paper your name, address 
               and account number.
      Mail it to: Transamerica Investors
                  P.O. BOX 9232
                  BOSTON, MA 02205-9232

By    Automatic  Investment Plan for regular monthly  investments from your bank
      account or other source to the Fund(s) of your choice. Select this service
      when you fill out your application.
      Choose the day of each month that you want to invest.
      Choose the amount you want to invest in each Fund ($1,000 minimum per Fund
per month).

By    Telephone to make periodic electronic  transfers from your designated bank
      account. Select this service when you fill out your application.  When you
      want to buy shares, call 1-800-89-ASK-US (1-800-892-7587):
               Option 2 for  PremierQuote  automated  system,  or Option 3 for a
               service representative.

By    Wire to make your initial or additional investments in the Funds by wiring
      money from your bank. Send us your  application  form (if this is for your
      initial investment).
      Instruct your bank to wire money to:
         State Street Bank ABA number 011000028 DDA number 9905-134-4.
      Specify on the wire:
         a. Transamerica Premier Funds;
         b.  Identify the Funds you would like to purchase and dollar  amount to
         be  allocated  to each Fund  (for  example  $5,000 in the  Transamerica
         Premier Equity Fund and $4,000 in the Transamerica  Premier Bond Fund);
         c. Your account number; and d. Your name and address.

IMPORTANT INFORMATION ABOUT BUYING SHARES

Here's what you need to know:

By Mail
      All investments made by check should be in U.S. dollars and made payable 
          to Transamerica Premier Funds.
      In the case of a retirement  account,  the check should be made payable to
      the  custodian,  State Street Bank and Trust  Company.  We will not accept
      third party checks.
      We will not accept checks drawn on credit card accounts.
      When you make investments by check or automatic  investment plan, you must
     wait 15 business days before you can redeem that investment.

By Automatic Investment Plan
      Monthly investments must be at least $1,000 for each Fund in which you are
automatically investing.
      You can change the date or amount of your  monthly  investment,  or cancel
     your Automatic  Investment  Plan, at any time by letter or telephone  (with
     previous  authorization from you). Give us at least 20 business days before
     the change is to become effective.

By Telephone
      We accept all telephone  instructions we reasonably believe to be accurate
      and  genuine.  We will  take  reasonable  precautions  to make  sure  that
      telephone instructions are genuine.
      Positively identifying customers,  tape recording telephone  instructions,
     and providing  written  confirmations  are precautions we take to provide a
     reasonable level of assurance that telephonic purchases are genuine.
      If reasonable  procedures  are not  followed,  the Funds may be liable for
losses due to unauthorized or fraudulent instructions.

By Wire
      Wired funds are considered received by us when we receive the wire and all
     of the required information stated on the previous page.
      If we  receive  your  telephone  call and wire  before  the New York Stock
     Exchange closes, usually 4:00 P.M. eastern time, the money is credited that
     same day if you have supplied us with all other needed information.

In General
      Your  investment  must be a  specified  dollar  amount.  We cannot  accept
     purchase  requests  specifying a certain price,  date, or number of shares;
     these investments will be returned.
      The price you pay for your  shares will be the next  determined  net asset
     value after your purchase order and all required information is received.
      We reserve the right to reject any application or investment. There may be
     circumstances when we will not accept new investments in one or more of the
     Funds.
      If you have a securities  dealer,  bank,  or other  financial  institution
     handle your transactions with us you may be charged a fee by them.

Minimum Investment
The minimum initial investment is $1,000,000. The minimum initial investment may
be waived from time to time by the Distributor.

Minimum Balances
It is relatively costly for us to maintain small accounts. Therefore, we reserve
the right to redeem all shares in any  account for its net asset value if at any
time the total value of the account is less than $10,000.  We will notify you if
the value of the account is less than the required minimum.  We will give you at
least 60 days to bring  the  value of the  account  up to the  required  minimum
before the redemption is processed.

SELLING SHARES

Selling  shares is also referred to as "redeeming"  shares.  You can redeem your
shares at any time.  You'll receive the net asset value of your redemption after
we receive your request, assuming all requirements have been met. For additional
information on redemptions,  see "Selling Shares:  In Detail" in this section of
the prospectus.

Here's what you need to do:

By Mail  Your written instructions to us to sell shares can be in any of these 
forms:
      By letter; or
      By assignment  form or other  authorization  granting legal power to other
individuals to sell your Fund shares.


By    Telephone If you've authorized telephone redemption  privileges with us in
      writing,  you can  sell  your  shares  over  the  telephone.  Select  this
      privilege when you fill out your application.
      Call1-800-89-ASK-US  (1-800-892-7587):  Option  3 to  talk  to  a  service
          representative; or Option 2 to redeem via PremierQuote.

By Check This option is only  available  for  shareholders  of the  Transamerica
Premier Cash Reserve Fund.
      To be eligible for this  privilege,  you must  complete  the  Checkwriting
     Signature/Authorization Card when you fill out your application.
      The  signature(s)  you  provided  must  appear  on the  check for it to be
honored .

By Automatic Withdrawal Plan This option allows you to automatically sell enough
shares each month to receive a check or automatic deposit to your bank account.
      To  set  up an  Automatic  Withdrawal  Plan,  call  us at  1-800-89-ASK-US
      (1-800-892-7578).  We will ask you when,  how much and from which  Fund(s)
      you want to be paid each month.
      The minimum is $50 per month per Fund.

IMPORTANT INFORMATION ABOUT SELLING SHARES

Here's what you need to know:

By Mail
      Once you've mailed your  redemption  request to us, it is irrevocable  and
      cannot be modified or cancelled.  If the amount  redeemed is over $50,000,
      all registered  owners must sign a written request and all signatures must
      be
     guaranteed.  Signature  guarantees  can usually be  provided by  securities
     brokers or dealers, securities exchanges, banks, savings and loan companies
     and credit  unions.  Please  note that notary  publics do not provide  this
     service.

By Telephone
      Be certain  that your  decision to sell your shares is firm,  because once
     you've made your telephone request, it cannot be modified or canceled.
      We accept all telephone  instructions we reasonably believe to be accurate
      and  genuine.  We will  take  reasonable  precautions  to make  sure  that
      telephone instructions are genuine.
      This includes positively identifying all of our customers,  tape recording
     telephone  instructions and providing  written  confirmations of telephonic
     redemptions.
      If  reasonable  procedures  are not  followed,  the Fund may be liable for
losses due to unauthorized or fraudulent instructions.

By Check  (Transamerica Premier Cash Reserve Fund only)
      If you close your account by check, we will send you any accrued dividends
      by check. You can write an unlimited number of checks, as long as:
          each check is for $250 or more; and
          the account balance remains above the required minimum of $10,000.


By Automatic Withdrawal Plan
      If you  sign up for this  plan at any time  after  you make  your  initial
     investment,  or increase the monthly  payments at any time,  these requests
     must be in writing and signed by all registered owners of the account.
      When you make your initial  investment,  you may request that  payments be
     sent to an address  other than the  address of record.  At any later  time,
     however,  requests  for  payments  to be sent to an address  other than the
     address of record must be signed by all  registered  owners of the account,
     and their signatures must be guaranteed.
      You can cancel the plan or change the amount of payments by writing to us.
     Cancellation  or  changes  will  become  effective  within 15 days after we
     receive your instructions.
      We can cancel this option at any time. If we do so, we will notify you.
      If the amount of the monthly  payments you receive  exceeds the dividends,
     interest and capital  appreciation of your shares,  your investment will be
     depleted.


SELLING SHARES: IN DETAIL

Redemption Timetables & Practices

How long it takes
Your redemption  check is usually mailed to you on the second business day after
we receive your request.  It will not be sent later than seven days, provided we
have all the information we need. If we need information, we will contact you.

Postponements We may postpone redemptions if:
     a) The New York Stock  Exchange  (NYSE)  closes  during its usual  business
     hours; b) If the NYSE restricts trading;  c) The U.S. Securities & Exchange
     Commission  (the  Commission)  declares an emergency;  or d) The Commission
     permits a delay to protect investors.

Purchase checks must clear prior to redeeming shares
If you redeem  shares  shortly  after buying them, we may hold the proceeds from
your  redemption  for more than seven days,  but only until the  purchase  check
clears.  This may take up to 15 days. If you anticipate  redemptions  soon after
buying shares, please wire your purchase payment to avoid this delay.

Redemption Transaction Policies

When Pricing Occurs
All  redemptions  are made and the price of your shares is determined on the day
we receive all of the necessary documentation.

Dollar Amounts Only
We cannot accept  redemptions for a certain date or price per share. We can only
accept redemptions for the dollar amount that you state.



Large Redemptions
For redemptions  greater than $250,000,  the Company  reserves the right to give
you marketable securities instead of cash.

Redemption Safeguards

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

Proceeds to Registered Owner
Except  when  transferring  redemption  proceeds  to a  new  custodian  of a tax
qualified plan, we will make all payments to the registered owner of the shares,
unless you instruct us to do otherwise in writing.

All Checks Go To Address of Record
We will mail all checks to the address on the account, unless you instruct us in
writing to do otherwise.

Authorized Signatures
When  redemption  requests  are made on  behalf of a  corporation,  partnership,
trust, fiduciary,  agent or unincorporated  association,  the individual signing
the request must be authorized.

Spousal Consent & Retirement Plan Redemptions
If a  redemption  request  is made for an  account  that is part of a  qualified
pension plan, spousal consent may be required.


Market Timing
We may not accept your  repurchase  if you have made more than four  redemptions
and repurchases involving the same Fund within the same calendar year.

EXCHANGING SHARES BETWEEN FUNDS

Exchanging  shares that you own in one Fund for shares in another enables you to
redirect  your  investment  dollars.  Each  Fund has a  different  portfolio  of
investments  designed to fulfill a specific financial goal. Assess your changing
needs for growth,  income and capital  preservation.  As your  investment  needs
change,  you may find it  beneficial  to  exchange  shares  to the  Funds  whose
purposes most closely match your current personal goals.

You Can Exchange Shares By Mail, By Telephone or By Automatic Exchange Plan

Here's what you need to do:
      To exchange shares by mail or telephone, use the same procedures you would
     in buying  shares.  Exchanges are available to any resident of any state in
     which Fund shares are legally sold.
      You may  exchange  shares  once or twice  per  month  with  the  Automatic
     Exchange  Plan.  The  minimum  is $50 per month.  You need to request  this
     service  in  writing,  and your  request  must be signed by all  registered
     owners of the account. Call 1-800-89-ASK-US for more information.

Here's what you need to know:
      Exchanges are not designed for market-timing purposes.
      Exchanges  are  designed to help you more closely  align your  investments
     with your personal investment objectives and risk tolerance levels.
      Exchanges  are treated as a sale of shares from one Fund and the  purchase
     of shares in another Fund, and therefore could be taxable events.
      Exchanges can be made in regular  intervals  using the Automatic  Exchange
Plan.
      Exchanges  may be suspended  for the remainder of the calendar year if you
     make more than four exchanges involving the same Fund without the Automatic
     Exchange Plan.
      Exchanges  into or out of the  Funds are made at the next  determined  net
     asset value per share after we receive all necessary information.
      Exchanges  are  accepted  only  if the  ownership  registrations  of  both
      accounts are identical.  Exchanges can be rejected, or the exchange option
      can be modified or terminated at any time.


INVESTOR REQUIREMENTS & SERVICES

Taxpayer Identification Numbers
      You must provide your taxpayer identification number.
      You must state  whether  you are subject to backup  withholding  for prior
under-reporting.
      Without  your  taxpayer  identification  number,  redemptions,  exchanges,
     dividends  and  capital  gains  distributions  will be  subject  to federal
     withholding tax.

Changes of Address

By Telephone Please call 1-800-89-ASK-US to change the address on your account.

By  Written  Request  Send us a written  notification  signed by all  registered
owners of your account.  Include:  a) The name of your  Fund(s);  b) The account
number(s); c) The names on the account(s); and d) Both old and new addresses.

Redemption  Safeguard  Within the first 30 days of an address change,  telephone
redemptions  are  permissible  only if the  redemption  proceeds  are  wired  or
electronically transferred.

Signature Guarantees
      Signature  guarantees  are  required  of all owners of record on  accounts
      involving  redemptions of $50,000 or more.  Signature  guarantees  must be
      made by a bank, trust company,  saving bank,  savings and loan association
      or member of a national
     stock exchange.
      Please call 1-800-89-ASK-US with any questions regarding this subject.

Minimum Account Balances
      Each  account in which you own shares must  maintain a minimum  balance of
      $500. If an account  falls below $500 as a result of your action,  we will
      notify you.
      We will give you 30 days to increase your balance.
      If you do not increase  your  balance,  we will redeem your shares and pay
you their value.
      This  minimum  does not  apply if you are  actively  contributing  to that
account through the Automatic Investment Plan.

Transferring Ownership of Shares

To transfer  ownership of your shares to another person or  organization,  or to
change  the name on an  account,  you must send us  written  instructions.  This
request  must  be  signed  by all  registered  owners  of your  account  and the
signatures must be guaranteed.

To change  the name on an  account,  the  shares  must be  transferred  to a new
account.  This request must  include a signature  guarantee.  This option is not
available   for   pension  and   retirement   savings   programs.   Please  call
1-800-89-ASK-US for additional information.

Your Statements, Annual Report & Prospectus

Quarterly  Statements We will send you a  consolidated,  quarterly  statement of
your  account,  showing  all  transactions  since the  beginning  of the current
quarter.

Statements Upon Request You can request a statement of your account  activity at
any time.

Transaction  Confirmations  Each time you invest,  redeem,  transfer or exchange
shares, we will send you a confirmation of the transaction.

Annual  Reports  Each  year,  we will send you an annual  report  that  includes
audited  financial  statements  for the fiscal year ended  December  31. It will
include a list of securities held in each Fund on that date.

Semi-Annual  Reports  Each  year,  we will send you a  semi-annual  report  that
includes  unaudited  financial  statements  for the six months ended June 30. It
will also include a list of securities held in each Fund on that date.

Prospectus Each year, we will send you a new Prospectus.

Statement of Additional  Information We revise this reporting document annually.
You must request this from us if you wish to receive it.

Reservation of Rights
We reserve the right to amend,  suspend,  or discontinue any of these options at
any time without prior notice.


Your Guide To: Dividends & Capital Gains

Investment  income  generated  by our Funds  consists of  dividends  and capital
gains. Substantially all of this income is distributed to our shareholders. As a
shareholder, you can receive distributions of dividends and capital gains in one
of three ways.

Your Distribution Options:

Reinvesting  allows you to buy additional shares of the
same Fund or any other Fund of your choice with the investment  income generated
by your current Fund.

Cash & Reinvesting  allows you to choose  either your  dividends or your capital
gains to be paid to you in cash.  The other source of investment  income will be
reinvested in the same Fund or any other Fund of your choice.

All Cash  allows you to have both  dividends  and  capital  gains paid to you in
cash.

Unless you specify  another  option,  we will  reinvest all your  dividends  and
capital gains  distributions in additional shares of the same Fund from which it
was earned.

How, When & At What Price

Distributions:
      Are  made  on a per  share  basis  to  shareholders  of  record  as of the
     distribution date of that Fund, regardless of how long the shares have been
     held.
      Capital gains, if any, are generally distributed annually for all Funds.
      If you buy shares just before or on a record  date,  you will pay the full
     price for the shares and then you will  receive a portion of the price back
     as a taxable distribution.

Dividend Payment Schedules:

Fund                                When It Pays
Premier Aggressive Growth Fund      Annually
Premier Equity Fund                 Annually
Premier Index Fund                          Annually
Premier Small Company Fund Annually
Premier Value Fund                  Annually
Premier Balanced Fund               Annually
Premier Bond Fund                   Monthly
Premier High Yield Bond Fund        Monthly
Premier Cash Reserve Fund           Monthly

Facts About The Premier Cash Reserve Fund
      Dividends on this Fund are determined daily but paid monthly.
      You will begin  earning  Premier  Cash  Reserve  dividends on the day your
      purchase  is  effective.  You will earn  dividends  on the day you request
      redemption by telephone.

Your Guide To: Federal Taxes And Your Fund Shares

Dividends  and short  term  capital  gains paid by a Fund will be taxable to its
shareholders as ordinary income whether reinvested or paid in cash.

Long term  capital  gains  distributions  paid by a Fund will be  taxable to its
shareholders as long term capital gains,  regardless of how long the shares have
been held, whether reinvested or paid in cash.

Corporate   dividends-received  deduction  To  the  extent  that  a  Fund  earns
qualifying  dividends,  a  portion  of  the  dividends  paid  to  its  corporate
shareholders may qualify for the corporate dividends-received deduction.

Annual tax reporting  documentation After each calendar year, we will notify you
of the amount and type of distributions  you received from each Fund for Federal
tax purposes.

Purchases  just prior to  distributions  If you are  planning to buy shares of a
Fund just prior to its  scheduled  distribution  of dividends or capital  gains,
please call  1-800-89-ASK-US for information on tax considerations  before doing
so. Purchasing shares at such times will result in a taxable event which you may
wish to avoid.

Redemptions and exchanges of shares are taxable events which may represent gains
or losses for you.

Correct  taxpayer  identification  numbers must be furnished by  shareholders to
avoid backup withholding of federal income tax on distributions, redemptions and
exchanges.

Non-resident alien withholding  Shareholders that are not U.S. persons under the
Internal Revenue Code are subject to different tax rules.  Dividends and capital
gains distributions may be subject to nonresident alien withholding.

Backup  withholding  status You will also be asked to  certify  that you are not
subject  to backup  withholding  for  failure to report  income to the  Internal
Revenue Service.


Other Taxes

State and Local Taxes In addition to federal taxes,  you may be subject to state
and local taxes on payments received from the Funds.

Possible  Partial  Dividend  Exemptions  Depending on your state's tax rules,  a
portion of  dividends  paid by a Fund that come from direct  obligations  of the
U.S.  Treasury and certain  Federal  agencies may be exempt from state and local
taxes.

Your Tax Adviser Check with your own tax adviser  regarding  specific  questions
regarding Federal, state and local taxes.




Share Price

How Share Price Is Determined
The price at which shares are purchased or redeemed is the net asset value (NAV)
that is next calculated following receipt of the order. The NAV is calculated by
subtracting the Fund's liabilities from its total assets and dividing the result
by the total number of shares outstanding.

Fund securities traded on a domestic securities exchange or NASDAQ are valued at
the last sale price on that  exchange on the day the  valuation  is made.  If no
sale is reported,  the mean of the last bid and asked prices is used. Securities
traded over-the-counter are valued at the mean of the last bid and asked prices.
When market  quotations  are not readily  available  or the  Investment  Adviser
believes it is appropriate, securities and other assets are valued at fair value
pursuant to procedures adopted by the Fund's Board of Directors.

All  securities  held by the  Transamerica  Premier Cash Reserve  Fund,  and any
short-term  investments of the other Funds with maturities of 60 days or less at
the time of purchase,  are valued on the basis of amortized cost. Amortized cost
requires  constant   amortization  to  maturity  of  any  discount  or  premium,
regardless of the effect of movements in interest rates.

When Share Price Is Determined
Except for the  Transamerica  Premier Cash Reserve Fund,  the net asset value of
each Fund is determined only on days that the New York Stock Exchange (Exchange)
is open.  The net asset value of the  Transamerica  Premier Cash Reserve Fund is
determined only on days that the Federal Reserve is open.

Investments or redemption  requests received before the close of business on the
Exchange,  usually 4:00 p.m. eastern time, receive the share price determined at
the close of the Exchange that day. Investments and redemption requests received
after  the  Exchange  is  closed  receive  the  share  price at the close of the
Exchange the next day the Exchange is open.  Investments and redemption requests
by telephone are deemed received when the telephone call is received.


Year 2000 Issue

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

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


Summary of Bond Ratings

Following  is a  summary  of the  grade  indicators  used  by  two  of the  most
prominent,  independent  rating agencies (Moody's  Investors  Service,  Inc. and
Standard & Poor's  Corporation)  to rate the  quality  of bonds.  The first four
categories are generally  considered  investment quality bonds. Those below that
level are of lower quality, commonly referred to as "junk bonds."
                                                  Standard
Investment Grade                   Moody's        & Poor's
- ----------------------------------------------------------
Highest quality                    Aaa            AAA
High quality                       Aa             AA
Upper medium                       A              A
Medium, speculative features       Baa            BBB
Lower Quality
- -------------
Moderately speculative             Ba             BB
Speculative                        B              B
Very speculative                   Caa            CCC
Very high risk                     Ca             CC
Highest risk, may not be
    paying interest                               C           C
In arrears or default                             C           D



Financial Highlights

The  following  information  is  intended  to help  you  understand  the  Funds'
financial performance since their inception.  Financial highlights are available
only for the  Premier  High  Yield  Bond  Fund,  because  that was the only Fund
available  during 1998.  The total  returns in the table  represent the rate the
investor  would  have  earned  (or  lost) in that  year on that  Fund,  assuming
reinvestment  of all  dividends and  distributions.  This  information  has been
audited by Ernst & Young LLP, independent certified public accountants, covering
the fiscal year ended December 31, 1998. You should read this information  along
with the financial  statements and accompanying  notes in the annual report. You
can get more information about the Funds'  performance in the annual report. See
the back cover to find out how to get this report.
<TABLE>
<CAPTION>

                                                                                                                 Transamerica
                                  Transamerica Premier  Transamerica Premier      Transamerica                            Premier
                                                                                    Premier
                                    Aggressive Growth    Small Company Fund   Equity                                     Value Fund
                                          Fund                                   Fund
                                  Year Ended Period     Year Ended Period     Year Ended Year      Year Ended Period     Period
                                               Ended                 Ended                 Ended                Ended      Ended
                                  December   December   December   December   December   December  December   December   December
                                     31,        31,        31,        31,        31,        31,       31,        31,        31,
                                     1998      1997*       1998      1997*       1998      1997       1996      1995**    1998***
Net Asset Value
<S>                                   <C>        <C>        <C>        <C>        <C>       <C>         <C>       <C>        <C>   
Beginning of period                   $12.18     $10.00     $12.49     $10.00     $18.53    $12.65      $9.82     $10.00     $10.00

Operations:
Net investment income (loss)1         (0.04)     (0.03)     (0.02)     (0.02)     (0.15)    (0.04)     (0.06)       0.02       0.00
Net realized and unrealized gain       10.28       2.21       9.93       2.51       6.42      6.05       2.91     (0.20)       0.62
(loss)
Total from investment operations       10.24       2.18       9.91       2.49       6.27      6.01       2.85     (0.18)       0.62

Dividends/Distributions
  to Shareholders:
Net investment income                    ---        ---        ---        ---        ---       ---     (0.02)        ---     (0.03)
Net realized gains                       ---        ---     (0.41)        ---     (0.02)    (0.13)        ---        ---        ---
Total dividends/distributions            ---        ---     (0.41)        ---     (0.02)    (0.13)     (0.02)        ---     (0.03)

Net Asset Value
End of period                         $22.42     $12.18     $21.99     $12.49     $24.78    $18.53     $12.65      $9.82     $10.59

Total Return2                         84.07%     21.80%     80.27%     24.90%     33.85%    47.51%     29.07%    (1.80%)      6.19%

Ratios and Supplemental Data:
Expenses to average net assets:
  After reimbursement/fee waiver       1.40%     1.40%t      1.40%     1.40%t      1.42%     1.49%      1.50%     0.25%t     1.20%t
  Before reimbursement/fee waiver      1.60%     2.08%t      1.59%     2.12%t      1.42%     1.51%      1.95%     2.39%t     2.21%t
Net investment income (loss),
after
  reimbursement/fee waiver           (0.92%)   (0.59%)t    (0.67%)   (0.43%)t    (0.96%)   (0.71%)    (0.66%)     1.51%t   (0.04%)t
Portfolio turnover rate                  32%        17%        26%        74%        59%       13%        60%        ---        72%
Net assets, end of period
  (in thousands)                    $177,493    $12,780   $209,388    $11,122   $290,318  $111,567    $30,454    $11,070     $9,111
</TABLE>


t Annualized

* Inception - October 2, 1995.

** Inception - July 1, 1998.

*** Inception - April 1, 1998

1 Net  investment  income  (loss)  is after  waiver of fees by the  Adviser  and
reimbursement of certain expenses by the Administrator  (Note 2). If the Adviser
had not waived fees and the Administrator
  had not reimbursed expenses, net investment income (loss) per share would have
been $(0.05) and $(0.06) for the Aggressive Growth Fund, $(0.03) and $(0.06) for
the Small Company Fund, for the periods
  ended December 31, 1998 and 1997, respectively;  $(0.15), $(0.04), $(0.10) and
$(0.01),  for the Equity Fund for the periods  ended  December 31,  1998,  1997,
1996, and 1995, repectively and
  $(0.08) for the Value Fund for the period ended
Dcember 31, 1998.

2 Total return represents aggregate total return for the period indicated and is
not annualized, for periods less than one year.



<PAGE>

<TABLE>
<CAPTION>



                                                                                                                    Transamerica
                                    Transamerica                             Transamerica                             Premier
                                       Premier                                  Premier
                                 Index                                    Balanced                                   High Yield
                                   Fund                                     Fund                                     Bond Fund
                                 Year      Year      Year Ended Period    Year      Year      Year      Period      Period Ended
                                   Ended     Ended                Ended     Ended     Ended     Ended     Ended
                                 December  December  December   December  December  December  December  December    December 31,
                                    31,       31,       31,        31,       31,       31,       31,       31,
                                   1998      1997       1996      1995*     1998      1997      1996      1995*        1998**
Net Asset Value
<S>                                 <C>       <C>        <C>       <C>       <C>       <C>       <C>        <C>            <C>   
Beginning of period                 $15.49    $11.96     $10.59    $10.00    $15.54    $11.57    $10.23     $10.00         $10.00

Operations:
Net investment income1                0.37      0.32       0.27      0.06      0.23      0.11      0.14       0.06           0.73
Net realized and unrealized           3.98      3.60       2.06      0.53      4.31      3.97      1.40       0.17         (0.68)
gain (loss)
Total fro investment operations       4.35      3.92       2.33      0.59      4.45      4.08      1.54       0.23           0.05

Dividends/Distributions
  to Shareholders:
Net investment income               (0.37)    (0.32)     (0.33)       ---    (0.22)    (0.11)    (0.20)        ---         (0.41)
Net realized gains                  (0.84)    (0.07)     (0.63)       ---    (0.62)       ---       ---        ---         (0.01)
Total dividends/distributions       (1.21)    (0.39)     (0.96)       ---    (0.84)    (0.11)    (0.20)        ---         (0.42)

Net Asset Value
End of period                       $18.63    $15.49     $11.96    $10.59    $19.24    $15.54    $11.57     $10.23          $9.63

Total Return2                       28.45%    33.14%     22.33%     5.90%    29.30%    35.38%    15.28%      2.30%          0.58%

Ratios and Supplemental Data:
Expenses to average net assets:
  After reimbursement/fee waiver     0.25%     0.25%      0.35%    0.25%t     1.43%     1.45%     1.45%     0.25%t         0.90%t
  Before reimbursement/fee           1.14%     1.57%      2.29%    4.12%t     1.43%     1.62%     1.94%     2.12%t         6.50%t
waiver
Net investment income, after
  reimbursement/fee waiver           2.26%     2.31%      2.48%    2.70%t     1.60%     0.83%     1.34%     3.12%t        23.97%t
Portfolio turnover rate                32%       11%        94%        4%       32%       23%       19%        16%            22%
Net assets, end of period
  (in thousands)                   $36,342   $23,992    $10,814    $6,934   $61,920   $26,799   $16,041    $12,084         $1,402
</TABLE>


t Annualized

* Inception - October 2, 1995.

** Inception - July 1, 1998.

1 Net  investment  income  (loss)  is after  waiver of fees by the  Adviser  and
reimbursement of certain expenses by the Administrator  (Note 2). If the Adviser
had not waived fees and the Administrator
   had not reimbursed  expenses,  net  investment  income (loss) per share would
have been $0.22,  $0.14, $0.06 and ($0.03) for the Index Fund and $0.23,  $0.09,
$0.09 and $0.02, for the Balanced
   Fund for the periods ended December 31, 1998, 1997,  1996, 1995,  repectively
and $0.56 for the High Yield Bond Fund for the period ended December 31, 1998.

2 Total return represents aggregate total return for the period indicated and is
not annualized, for periods less than one year.



<PAGE>

<TABLE>
<CAPTION>



                                  Transamerica Premier                         Transamerica
                                                                                  Premier
                                  Bond Fund                                    Cash Reserve
                                                                                   Fund
                                  Year Ended Year Ended Year Ended Period       Year Ended    Year Ended Year Ended Period
                                                                     Ended                                            Ended
                                  December   December   December   December    December 31,   December   December   December
                                     31,        31,        31,        31,                        31,        31,        31,
                                     1998       1997       1996      1995*         1998          1997       1996      1995*
Net Asset Value
<S>                                   <C>         <C>       <C>        <C>              <C>        <C>        <C>        <C>  
Beginning of period                   $10.19      $9.86     $10.37     $10.00           $1.00      $1.00      $1.00      $1.00

Operations:
Net investment income1                  0.61       0.62       0.56       0.16            0.05       0.05       0.05       0.01
Net realized and unrealized gain        0.33       0.33     (0.46)       0.32             ---        ---        ---        ---
(loss)
Total fro investment operations         0.94       0.95       0.10       0.48            0.05       0.05       0.05       0.01

Dividends/Distributions
  to Shareholders:
Net investment income                 (0.61)     (0.62)     (0.61)     (.011)          (0.05)     (0.05)     (0.05)     (0.01)
Net realized gains                    (0.11)        ---        ---        ---             ---        ---        ---        ---
Total dividends/distributions         (0.72)     (0.62)     (0.61)     (0.11)          (0.05)     (0.05)     (0.05)     (0.01)

Net Asset Value
End of period                         $10.41     $10.19      $9.86     $10.37           $1.00      $1.00      $1.00      $1.00

Total Return2                          9.58%      9.99%      1.16%      4.82%           5.45%      5.48%      5.34%      1.39%

Ratios and Supplemental Data:
Expenses to average net assets:
  After reimbursement/fee waiver       1.30%      1.30%      1.30%     0.25%t           0.25%      0.25%      0.25%     0.25%t
  Before reimbursement/fee waiver      1.47%      1.64%      1.81%     1.93%t           0.73%      0.95%      1.09%     1.37%t
Net investment income, after
  reimbursement/fee waiver             5.94%      6.25%      5.66%     6.55%t           5.29%      5.35%      5.21%     5.55%t
Portfolio turnover rate                 165%        99%         7%        19%              0%         0%         0%         0%
Net assets, end of period
  (in thousands)                     $17,340    $14,236    $12,553    $11,827         $76,267    $51,246    $32,041    $27,996
</TABLE>


t Annualized

* Inception - October 2, 1995.

** Inception - July 1, 1998.

*** Inception - April 1, 1998

1 Net  investment  income  (loss)  is after  waiver of fees by the  Adviser  and
reimbursement of certain expenses by the administrator  (Note 2). If the adviser
had not waived fees and the
   Administrator  had not reimbursed  expenses,  net investment income per share
would  have been  $0.59,  $0.58,  $0.50  and $0.12 for the Bond Fund and  $0.05,
$0.05, $0.04 and $0.01,
   for the Cash Reserve  Fund for the periods  ended  December  31, 1998,  1997,
1996, 1995, repectively.

2 Total return represents aggregate total return for the period indicated and is
not annualized, for periods less than one year.



<PAGE>




 Transamerica Premier
 High Yield Bond Fund
 Institutional Class
Year Ended
 December
    31,
   1998*

     $10.00


       0.42
     (0.38)
       0.04



     (0.42)
     (0.01)
     (0.43)


      $9.61

      0.51%



     0.65%t
     0.80%t

     8.81%t
        22%

    $71,415

<PAGE>
ADDITIONAL INFORMATION AND ASSISTANCE


You may get more information,  at no change, about these Funds by requesting the
following:

Annual and Semi-Annual Report
These reports describe the Funds'  performance and list their portfolio holdings
and  financial  condition.  They also  discuss  the  market  conditions  and the
portfolio   managers'   strategies  that   significantly   affected  the  Funds'
performance during the covered period.

Statement of Additional Information (SAI)
This document gives  additional  information  about the Funds. The SAI was filed
with the Securities and Exchange  Commission (SEC) and incorporated by reference
as part of the prospectus.

To Obtain  Information  from  Transamerica  Premier  Funds Call  1-800-89-ASK-US
(1-800-892-7587):  Option 1: to request  annual/semi-annual report, statement of
additional  information,  and other  literature;  and to ask questions about the
Funds; Option 2: PremierQuote,  automated information and transactions available
24 hours, 7 days a week; or Option 3: shareholder service representative.  Write
to Transamerica Premier Funds, P.O. Box 9232, Boston,  Massachusetts 02205-9232.
E-mail  us at  [email protected].  Visit  our  Internet  web site at
http://transamericafunds.com.


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


SEC file number:_____________________



Transamerica Securities Sales Corporation, Distributor
1-800-89-ASK-US (1-800-892-7587)
http://www.transamericafunds.com
e-mail:  [email protected]



TPF 439-0599


<PAGE>
33

Transamerica Premier Funds - Investor Shares

   
Prospectus: May 1, 1999


Equity Funds
Transamerica Premier Aggressive Growth Fund
Transamerica Premier Equity Fund
Transamerica Premier Index Fund
Transamerica Premier Small Company Fund
Transamerica Premier Value Fund

Combined Equity & Fixed Income Fund
    
Transamerica Premier Balanced Fund

   
Fixed Income Funds
Transamerica Premier Bond Fund
Transamerica Premier High Yield Bond Fund
Transamerica Premier Cash Reserve Fund



















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



<PAGE>



   
Table of Contents                                             Page

The Funds at a Glance ..........................................     2
Fees and Expenses................................................        8
The Funds in Detail
         Transamerica Premier Aggressive Growth Fund....9
         Transamerica Premier Equity Fund ...............        9
         Transamerica Premier Index Fund..................10
         Transamerica Premier Small Company Fund   ......10
         Transamerica Premier Value Fund  ...............      11
         Transamerica Premier Balanced Fund...............       12
         Transamerica Premier Bond Fund.................. 13
         Transamerica Premier High Yield Bond Fund...... 14
         Transamerica Premier Cash Reserve Fund.........     15
Adviser.................................................     16
Shareholder Services.............................................    18
         Buying Shares.......................................... 18
         Important Information About Buying Shares......  18
         Selling Shares..........................................19
         Important Information About Selling Shares......19
         Selling Shares: In Detail..............................  20
         Exchanging Shares Between Funds  ...............      20
         Investor Requirements & Services..................21
Your Guide To: Dividends & Capital Gains..................  21
Your Guide To: Federal Taxes and Your Fund Shares    ......  22
Price.........................................................       23
Distribution Plan................................................      23
Year 2000 Issue...................................................       23
Summary of Bond Ratings    .......................................23
Financial Highlights.............................................    24
Additional Information and Assistance........................   Back Cover
    



<PAGE>




The Funds at a Glance

   
Each Fund has its own investment  goal,  strategies and policies.  The Funds are
managed by Transamerica Investment Services, Inc., or TIS. TIS has been managing
funds for employee  pension plans since 1967 and is currently  managing over $40
billion.

The  performance  shown for each Fund  assumes  reinvestment  of  dividends.  We
compare  each Fund's  performance  to a  broad-based  securities  market  index.
Performance  figures for these indexes do not reflect any  commissions  or fees,
which you would pay if you purchased the  securities  represented  by the index.
You cannot  invest  directly  in these  indexes.  The  performance  data for the
indexes do not indicate the past or future performance of any Fund.
    

Transamerica Premier Aggressive Growth Fund

The Fund seeks to maximize long-term growth.

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

Your primary  risk in investing in this Fund is you could lose money.  The value
of  equity  securities  can fall due to the  issuing  company's  poor  financial
condition  or poor  general  economic or market  conditions.  Because  this Fund
invests in equities,  its performance may vary more than fixed income funds over
short  periods.  Because this Fund can  concentrate  a larger  percentage of its
assets than our other equity  funds,  the poor results of one company can have a
greater negative impact on the Fund's performance.
    

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.

   
The following  performance  information provides some indication of the risks of
investing in the Fund.  We show annual  returns,  best and worst  quarters,  and
average annual total returns over the life of the Fund.  Past  performance is no
guarantee of future results.
    

[GRAPHIC OMITTED]
   
o  Best calendar quarter: 43.17% for quarter ending 12/31/98
o  Worst calendar quarter: -10.77% for quarter ending 9/30/98

Average Annual Total Returns Since Inception (as of 12/31/98)
                                            Since Inception
                           1 year           (6/30/97)*
Premier Aggressive
 Growth Fund               84.07%           71.05%
S&P 500 Index*             28.58%           26.36%

* Commencement of operations was 7/1/97.
** The  Standard  and Poor's 500 Index (S&P 500)  consists  of 500 widely  held,
publicly traded common stocks.



Transamerica Premier Equity Fund
    

The Fund seeks to maximize long-term growth.

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

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

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

The following  performance  information provides some indication of the risks of
investing in the Fund.  We show annual  returns,  best and worst  quarters,  and
average annual total returns over the life of the Fund.  Past  performance is no
guarantee of future results.
    

[GRAPHIC OMITTED]


   
      Best calendar quarter: 28.74% for quarter ending 6/30/97
      Worst calendar quarter:  -14.57%for quarter ending 9/30/98

Average Annual Total Returns Since Inception (as of 12/31/98)
                                            Since Inception
                  1 year       3 years      (10/2/95)
Premier Equity Fund            33.85%       36.59%   32.59%
 S&P 500 Index*   28.58%       28.23%       28.06%

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



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  Index is  composed  of 500  common  stocks  that are  chosen by
Standard & Poor's Corporation.

Your primary  risk in investing in this Fund is you could lose money.  The value
of  equity  securities  can fall due to the  issuing  company's  poor  financial
condition  or poor  general  economic or market  conditions.  Because  this Fund
invests in equities,  its performance may vary more than fixed income funds over
short periods.  Due to this Fund's wide  diversification of investing in a large
number of companies,  its  performance  may vary less over short periods of time
than our other Funds.

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

The following  performance  information provides some indication of the risks of
investing in the Fund.  We show annual  returns,  best and worst  quarters,  and
average annual total returns over the life of the Fund.  Past  performance is no
guarantee of future results. [GRAPHIC OMITTED]

      Best calendar quarter: 21.11% for quarter ending 12/31/98
      Worst calendar quarter: -9.89% for quarter ending 9/30/98

Average Annual Total Returns Since Inception (as of 12/31/98)
                                            Since Inception
                  1 year       3 years      (10/2/95)
Premier Index Fund             28.45%       27.89%   27.71%
S&P 500 Index*    28.58%       28.23%       28.06%

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



Transamerica Premier Small Company Fund

The Fund seeks to maximize long-term growth.

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

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

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.

The following  performance  information provides some indication of the risks of
investing in the Fund.  We show annual  returns,  best and worst  quarters,  and
average annual total returns over the life of the Fund.  Past  performance is no
guarantee of future results. [GRAPHIC OMITTED]

o  Best calendar quarter: 51.55% for quarter ending 12/31/98
o  Worst calendar quarter: -15.64% for quarter ending 9/30/98

Average Annual Total Returns Since Inception (as of 12/31/98)
Since Inception
                           1 year           (6/30/97)*
Premier Small
 Company Fund              80.27%           71.53%
Russell 2000 Index**                -2.55%             5.38%

* Commencement of operations was 7/1/97.
**  The Russell 2000 Index measures the performance of the 2,000 smallest U.S. 
companies by market capitalization.



Transamerica Premier Value Fund

The Fund seeks to maximize capital appreciation.

Our strategy is to discover  investments that offer growing  shareholder returns
at an  attractive  valuation.  To do so we invest in  companies  that are either
under-followed or out of favor in the market.  Our research focuses on companies
undergoing  positive  change.  We believe that investing in situations of change
directed by strong  managers will lead to strong returns for Fund  shareholders.
We typically  concentrate the Fund's  holdings in fewer than 50  well-researched
companies.  At least 65% of the Fund's  assets will be invested in a diversified
portfolio of securities of selected companies.

Your primary  risk in  investing in this Fund is that you could lose money.  The
value  of  equity  securities  can fall due to a  deterioration  in the  issuing
company's  financial condition or adverse general economic or market conditions.
As an equity fund, this Fund's performance may vary more than fixed income funds
over short  periods.  To the extent this Fund  concentrates  its  holdings,  its
performance may vary more than funds that hold many more securities.

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

The following  performance  information provides some indication of the risks of
investing in the Fund.  This Fund started on March 31,  1998*,  so it has no one
year  performance data as of December 31, 1998. Past performance is no guarantee
of future results.


      Best calendar quarter: 26.87% for quarter ending 12/31/98
      Worst calendar quarter: -13.80% for quarter ending 9/30/98
      Total return for Premier Value Fund from April 1, 1998 to December 31 1998
      was 6.19% Total  return for the  Standard & Poor's 500 Index from April 1,
      1998 to December 31, 1998 was 12.84%

* Inception  date was March 31, 1998.  Commencement  of operations  was April 1,
1998.

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 of all sizes.
Generally  60% to 70% of the assets  are  invested  in  equities  following  the
Premier  Equity Fund  strategies,  and the  remaining  assets  invested in bonds
following the Premier Bond Fund strategies.

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

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

The following  performance  information provides some indication of the risks of
investing in the Fund.  We show annual  returns,  best and worst  quarters,  and
average annual total returns over the life of the Fund.  Past  performance is no
guarantee of future results. [GRAPHIC OMITTED]

      Best calendar quarter: 21.75% for quarter ending 6/30/97
      Worst calendar quarter: -2.76% for quarter ending 12/31/97

Average Annual Total Returns Since Inception (as of 12/31/98)
                                                Since Inception
                     1 year        3 years      (10/2/95)
Premier Balanced Fund              29.30%       26.37%        24.97%
S&P 500 Index*       28.58%        28.23%       28.06%
Lehman Brothers
   Government/Corporate
      Bond Index**   9.47%         7.33%        8.25%

*  The Standard and Poor's 500 Index (S&P 500) consists of 500 widely held, 
publicly traded common stocks.
**  The  Lehman  Brothers  Government/Corporate  Bond  Index  is  a  broad-based
unmanaged index of 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 & Poor's Corporation.


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

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

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

The following  performance  information provides some indication of the risks of
investing in the Fund.  We show annual  returns,  best and worst  quarters,  and
average annual total returns over the life of the Fund.  Past  performance is no
guarantee of future results. [GRAPHIC OMITTED]

      Best calendar quarter: 4.82% for quarter ending 12/31/95
      Worst calendar quarter: -3.77% for quarter ending 3/31/96

Average Annual Total Returns Since Inception (as of 12/31/98)
         Since Inception
                  1 year       3 years      (10/2/95)
Premier Bond Fund 9.58%        6.83%        7.83%
Lehman Brothers
  Government/Corporate
  Bond Index*     9.47%        7.33%        8.25%
* 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 & Poor's Corporation.
    

Transamerica Premier High Yield Bond Fund

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

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

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

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

   
The following  performance  information provides some indication of the risks of
investing in the Fund.  We show annual  returns,  best and worst  quarters,  and
average annual total returns over the life of the Fund.  Past  performance is no
guarantee of future results. [GRAPHIC OMITTED]

      Best calendar quarter: 8.63% for quarter ending 3/31/91
      Worst calendar quarter: -2.78 for quarter ending 9/30/98

Average Annual Total Returns Since Inception (as of 12/31/98)
                                               Since Inception
                    1 year       5 years       (9/1/90)
    
Premier High Yield
   
Fund*d 5.73% 9.95% 13.21%  Merrill Lynch High Yield Index**r 3.66% 9.01% 9.97% *
Effective  7/1/98,  the  Transamerica  High Yield Bond Fund  (separate  account)
exchanged  all of its assets for shares in the  Transamerica  Premier High Yield
Bond Fund (Fund). The inception date of the Fund is considered to be 9/1/90, the
separate  account  inception  date.  The  performance  prior to  6/30/98  is the
separate  account's  performance  recalculated  to reflect  the actual  fees and
expenses of the Fund.  ** The Merrill  Lynch High Yield Master Index  provides a
broad-based  measure of the  performance of the  non-investment  grade U.S. bond
market. 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 a diversified  selection of
high quality U.S.  dollar-denominated  money market  instruments  with remaining
maturities  of 13 months or less.  We look for  securities  with minimal  credit
risk. We maintain an average maturity of 90 days or less.

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

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

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

The following  performance  information provides some indication of the risks of
investing in the Fund.  We show annual  returns,  best and worst  quarters,  and
average annual total returns over the life of the Fund.  Past  performance is no
guarantee of future results. [GRAPHIC OMITTED]

      Best calendar quarter: 1.39% for quarter ending 12/31/95
      Worst calendar quarter: 1.28% for quarter ending 6/30/96

Average Annual Total Returns Since Inception (as of 12/31/98)
                                                Since Inception
                         1 year        3 years  (10/2/95)
Premier Cash Reserve Fund     5.45%             5.42%         5.44%
IBC First Tier Index**        4.96%             4.95%         4.97%

* You can get the 7-day current yield of the  Transamerica  Premier Cash Reserve
Fund by  calling  1-800-89-ASK-US.  **  IBC's  Money  Fund  ReportTM-First  Tier
represents  all taxable  money  market funds that meet the SEC's  definition  of
first tier securities contained in Rule 2a-7 under the Investment Company Act of
1940.
    



<PAGE>


Fees and Expenses

The table below  provides a breakdown of the expenses you may pay if you buy and
hold shares of these Funds. There is no sales charge (load) or other transaction
fees for the Funds that you pay  directly.  However,  investors  do pay fees and
expenses incurred by each Fund.

Annual Fund Operating Expenses (as a percent of average net assets)

   
                                                   Total
Transamerica     Management  DistributionOther     Operating
    
- ---------------------------------------------------------------
   
Premier Fund     Fee         (12b-1) Fee Expenses  Expenses

Aggressive Growth 0.85%      0.25%       0.50%       1.60%
Equity           0.85%       0.25%       0.32%       1.42%
Index            0.30%       0.10%       0.74%       1.14%
Small Company    0.85%       0.25%       0.49%       1.59%
Value            0.75%       0.25%       1.21%       2.21%
Balanced         0.75%       0.25%       0.43%       1.43%
Bond             0.60%       0.25%       0.62%       1.47%
High Yield Bond  0.55%       0.25%       5.70%       6.50%
Cash Reserve     0.35%       0.10%       0.28%       0.73%
    

1 12b-1 fees cover costs of advertising and marketing the Fund.

   
The Funds' total  operating  expenses  above  include the maximum  adviser fees,
 maximum 12b-1 fees and estimated other expenses that Global Equity = ____%th =.
 Assuming we continue the waivers  described  below,  the actual total operating
 expenses are:
    
 International  Equity  =  ____%  Equity  = 1.50%  Index  = 0.25%  Value = 1.20%
 Balanced = 1.45% The Investment Adviser has agreed to waive part of its Adviser
 Fee, the Distributor has agreed to waive the distribution fee ond =
(Cash Reserve Fund only), and the  Administrator  has agreed to assume any other
operating expenses to ensure that annualized  expenses for the Funds (other than
interest,  taxes,  brokerage  commissions and  extraordinary  expenses) will not
exceed  these  caps.  These  measures  will  increase  the  Funds'  yields.  The
Administrator  may,  from  time to time,  assume  additional  expenses.  The fee
waivers and expense assumptions may be terminated at any time without notice.


Example
The table below is to help you compare the cost of investing in these Funds with
the cost of investing in other mutual funds. These examples assume that you make
a one-time  investment of $10,000 in each Fund and hold your shares for the time
periods indicated. The examples also assume that your investment has a 5% return
each year and that the Funds' operating expenses remain the same as shown above.
The examples do not reflect  reinvestment  of dividends  and  distributions  and
assume no fees for IRA  accounts.  Costs are the same  whether you redeem at the
end of any period or not. Your actual costs may be higher or lower.

                                                              Investment Period
   
Premier Fund        1 Year   3 Years  5 Years  10 Years
    
- -----------------------------------------------------------
   
Growthsiv$163       $505     $871     $1,900
Equity              $145     $449     $776     $1,702
Index               $116     $362     $628     $1,386
Small Company       $162     $502     $866     $1,889
Value               $131     $409     $708     $1,556
Balanced            $146     $452     $782     $1,713
Bond                $150     $465     $803     $1,757
High Yield Bond     $  92    $287     $498     $1,108
Cash Reserve        $  75    $233     $406     $   906
    

<PAGE>


The Funds in Detail

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

Premier Aggressive Growth Fund

Ticker Symbol, Investor Shares: TPAGX

Goal
Our goal is to maximize long-term growth.

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

The Investment Adviser's equity management team selects U.S. companies showing:
o  Strong potential for steady growth
o  High barriers to competition

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

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

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

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

This Fund Is Intended For:
    
Investors who are willing and financially  able to take on  above-average  stock
market  volatility in order to pursue  long-term  capital  growth.  Since stocks
constantly change in value, this Fund is intended as a long-term investment.

   
Premier Equity Fund

Ticker Symbol, Investor Shares: TEQUX

Goal
Our goal is to maximize long-term growth.

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

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

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

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

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

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

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


Premier Index Fund

Ticker Symbol, Investor Shares: TPIIX

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

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

Policies
We buy the  stocks  that  make  up the S&P 500  Index,  with  the  exception  of
Transamerica  Corporation  common stock. Our stock purchases  reflect the Index,
but we make no attempt to forecast general market movements.

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

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

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

This Fund is Intended  For:  Investors  who want to  participate  in the overall
economy and who have the perspective,  patience and financial ability to take on
average  stock market  volatility  in pursuit of long-term  capital  growth.  By
owning  shares of the Fund,  you  indirectly  own  shares  in the  largest  U.S.
companies. Premier Small Company Fund

Ticker Symbol, Investor Shares: TPSCX

Goal
Our goal is to maximize long-term growth.

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

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

in them today.  We look for companies with bright  prospects for their products,
management and markets.

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

We may also invest in debt securities.

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

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

This Fund Is Intended For:
    
Investors who are willing and financially  able to take on  above-average  stock
market  volatility in order to pursue  long-term  capital  growth.  Stock values
change  constantly.  For  this  reason,  the  Fund is  intended  as a  long-term
investment.

 low price to earnings ratio;
 high yield;
 unrecognized assets;
 potential for management change; and/or
 potential to improve profitability.

   
Premier Value Fund
Ticker Symbol, Investor Shares: TPVIX

Goal
Our goal is to maximize capital appreciation.

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

Our strategy is to discover  investments that offer growing  shareholder returns
at an attractive valuation. To do so we invest at least 65% of the Fund's assets
in securities of domestic  companies  that are either  under-followed  or out of
favor in the market. We believe the market will recognize the intrinsic value of
these companies, which will lead to their market appreciation.

To achieve our goal,  we may invest in  securities  issued by  companies  of all
sizes.  Generally,  however we will invest in the securities of companies  whose
market  capitalization  (total market value of publicly  traded  securities)  is
greater than $500 million. In pursuit of our goal, we consider:
   
      The  fundamental  outlook for the line of business in which the company is
      engaged  The  valuation  of the  company's  securities  The quality of the
      company's management The financial condition and strength of the company's
      business model

We typically  concentrate the Fund's  holdings in fewer than 50  well-researched
companies. We will hold only our best ideas and will watch them closely.

Policies
The Fund invests  primarily in a  diversified  portfolio of stocks,  and related
securities  deemed by the Investment  Adviser to be currently valued below their
intrinsic  value.  The  Investment  Adviser's  opinion is based on analysis  and
research  performed by a group of expert managers and analysts who have examined
the issuing  company's  balance sheet and cash flow for  potentially  unrealized
value.  Our  research  also focuses on companies  that are  undergoing  positive
change.  We believe that  investing in situations  of change  directed by strong
managers will lead to strong gains for the Fund's shareholders.  We believe that
a highly  focused  research  process  will  offer  better  returns to the Fund's
shareholders.
    

 To the extent it is invested in these securities, the Fund is not achieving its
investment objective.itions warrant.

Risks
To the extent the Fund  invests in common  stocks,  the value of its shares will
fluctuate  in response  to  economic  and market  conditions  and the  financial
circumstances  of the  companies  in  which it  invests.  For  example,  current
earnings  of a  company  we  invest  in  may  fall,  or  its  overall  financial
circumstances may decline,  causing the security to lose value.  Stock prices of
medium and smaller size companies  fluctuate more than larger,  more established
companies.  This Fund concentrates its holdings;  therefore, its performance may
vary more than funds which hold many more investments.

This Fund Is Intended For:
Investors who are willing and  financially  able to take on  significant  market
volatility and investment risk in order to pursue long-term capital growth.



Premier Balanced Fund
Ticker Symbol, Investor Shares: TBAIX

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

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

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

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

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

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

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

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

This Fund Is Intended For:
Investors  who seek  long-term  total returns that balance  capital  growth with
current income.  This Fund allows investors to participate in both the stock and
bond markets.



Premier Bond Fund
Ticker Symbol, Investor Shares: TPBIX

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

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

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

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

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

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

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

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

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

This Fund Is Intended For:
Investors who have the  perspective,  patience and financial  ability to take on
average bond price volatility in pursuit of a high total return.



Premier High Yield Bond Fund
Ticker Symbol, Investor Shares: Pending

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

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


To achieve our goal, the Investment Adviser's fixed income management team:
o  Seeks  to  achieve  price  appreciation  and  minimize  price  volatility  by
identifying   bonds  that  are  likely  to  be  upgraded  by  qualified   rating
organizations  o Employs  research  and credit  analysis to minimize  purchasing
bonds that may  default  by  determining  the  likelihood  of timely  payment of
interest and principal o Invests Fund assets in other securities consistent with
the objective of high current income and capital appreciation

Policies
We  generally  invest  at  least  65% of this  Fund's  assets  in a  diversified
portfolio  of high  yield,  below  investment  grade  debt  securities  commonly
referred  to as "junk  bonds." Up to 15% of Fund assets may be invested in bonds
rated below Caa by Moody's or CCC by Standard & Poor's.  Investments may include
bonds in the lowest rating category of each rating agency, or unrated bonds that
we determine  are of  comparable  quality.  Such bonds may be in default and are
generally  regarded by the rating agencies as having extremely poor prospects of
ever attaining any real investment standing.

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

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

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

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

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

This Fund Is Intended For:
Investors who are willing to take  substantial  risks in pursuit of  potentially
higher rewards. The risks associated with investments in speculative  securities
make this Fund suitable only for long-term investment.



Premier Cash Reserve Fund
Ticker Symbol, Investor Shares: TPCXX

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

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

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

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

Policies
Bank  obligations  purchased  for the Fund are limited to U.S. or foreign  banks
with  total  assets of $1.5  billion  or more.  Similarly,  savings  association
obligations  purchased for the Fund are limited to U.S. savings banks with total
assets of $1.5 billion or more. Foreign  securities  purchased for the Fund must
be issued by foreign governments,  agencies or instrumentalities,  or banks that
meet the minimum $1.5 billion  capital  requirement.  These foreign  obligations
must also meet the same quality requirements as U.S. obligations. The commercial
paper  and  other  short-term  corporate  obligations  we buy for the  Fund  are
determined by the Investment Adviser to present minimal credit risks.

Risks
The interest rates on short-term  obligations  held in the Fund's portfolio will
vary,  rising or falling with short-term  interest rates  generally.  The Fund's
yield will tend to lag behind general changes in interest rates.  The ability of
the Fund's yield to reflect  current market rates will depend on how quickly the
obligations  in its  portfolio  mature  and how  much  money  is  available  for
investment at current  market  rates.  The Fund is also subject to the risk that
the issuer of a security in which the Fund invests may fail to pay the principal
or interest  payments when due.  This will lower the return from,  and the value
of, the security,  which will lower the  performance  of the Fund. To the extent
this Fund invests in foreign securities, it is subject to currency fluctuations,
changing political and economic climates and potentially less liquidity.

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

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

Investment Adviser

The Funds' Investment Adviser is Transamerica Investment Services, Inc.
 1150 South Olive Street, Suite 2700, Los Angeles, CA
90015. The Investment Adviser's duties include, but are not limited to:
      Supervising and managing the investments of each Fund; and
      Ensuring  that  investments  follow  each  Fund's  investment   objective,
     strategies, and policies and comply with government regulations.

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

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

Transamerica  Premier  Aggressive  Growth Fund and  Transamerica  Premier  Small
Company Fund  Primary  Manager  since  Funds'  inception:  Philip  Treick,  Vice
President and Fund Manager,  Transamerica  Investment  Services.  Manager of the
Transamerica  Aggressive Growth and Transamerica Small Company Funds. Co-Manager
of the  Transamerica  Premier  Equity Fund.  B.S.,  University of South Florida.
Joined Transamerica in 1988.

Co-Manager since 1998: Christopher J. Bonavico (see Value Fund)

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

Co-Manager since 1998: Philip Treick (see Aggressive Growth Fund).

Transamerica  Premier  Index Fund Primary  Manager  since 1998:  Lisa L. Hansen,
Assistant Vice President and Senior Trader,  Transamerica  Investment  Services.
Manager of the Transamerica  Equity Index Fund since 1998.  B.A.,  University of
California at Santa Cruz. Senior Trader,  Husic Capital  Management,  1988-1997.
Joined Transamerica in 1997.

Co-Manager since 1998: Christopher J. Bonavico (see Value Fund).

Transamerica Premier Value Fund
Primary  Manager since 1998:  Christopher J. Bonavico,  Assistant Vice President
and Fund Manager,  Transamerica Investment Services. Manager of the Transamerica
Value Fund since 1998.  Co-Manager of the Transamerica Premier Aggressive Growth
Fund,  the  Transamerica  Premier Small Company Fund, the  Transamerica  Premier
Index Fund,  and the  Transamerica  Premier  Balanced  Fund.  Was manager of the
Transamerica  Premier  Index Fund from  inception to 1998.  B.S.,  University of
Delaware. Joined Transamerica in 1993..

Co-Manager since 1998: Jeffrey S. Van Harte (see Equity Fund).

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

Co-Manager since 1998: Stephen J. Ahearn, C.F.A., Vice President and Director of
Research,  Transamerica  Investment  Services.  Co-Manager  of the  Transamerica
Premier High Yield Bond Fund. Senior Associate-Municipal Bonds, General Electric
Investment Corporation, 1991-1994. B.S. , Boston College. Joined Transamerica in
1994.

Co-Manager since 1998: Christopher J. Bonavico (see Value Fund).

Transamerica  Premier Bond Fund Primary  Manager  since 1998:  Matthew W. Kuhns,
CFA, Vice President and Portfolio  Manager,  Transamerica  Investment  Services.
Manager  of the  Transamerica  Bond  Fund  since  1998.  Was  Co-Manager  of the
Transamerica  Premier Bond Fund and the  Transamerica  Bond Fund.  Member of the
Bond Club of Los Angeles.  B.A.,  University of  California,  Berkeley.  M.B.A.,
University of Southern California. Joined Transamerica in 1991.

Co-Manager since 1999:  Heidi Y. Hu, CFA, Vice President and Portfolio  Manager,
Transamerica  Investment  Services.  Manager of the  Transamerica  Income Shares
since 1999.  Co-Manages of the Transamerica  Bond Fund since 1999. Member of the
Los Angeles Society of Financial  Analysts.  Portfolio Manager,  Arco Investment
Management Company, 1994-1998. B.S., Lewis and Clark College. M.B.A., University
of Chicago. Joined Transamerica in 1998.

Transamerica  Premier High Yield Bond Fund Primary Manager since Fund inception:
Heather E.  Creeden,  C.F.A.,  Vice  President  and Fund  Manager,  Transamerica
Investment  Services.  Member of the Los Angeles Society of Financial  Analysts.
Portfolio Manager,  Analytical Investment Management,  1986-1987.  B.S., Arizona
State University. Joined Transamerica in 1987.

Co-Manager since Fund inception: Stephen J. Ahearn (see Balanced Fund).

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

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


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


Financial Highlights

The  following  information  is  intended  to help  you  understand  the  Funds'
financial  performance  since their  inception.  The total  returns in the table
represent the rate the investor would have earned (or lost) in that year on that
Fund, assuming reinvestment of all dividends and distributions. This information
has been audited by Ernst & Young LLP, independent certified public accountants,
covering the fiscal years ended  December 31,  1995,  1996,  1997 and 1998.  You
should  read  this   information   along  with  the  financial   statements  and
accompanying  notes in the annual report. You can get more information about the
Funds' performance in the annual report, which is available to you at no charge.
To get a copy of this, see back cover.


<TABLE>
<CAPTION>

                                                                                                                      Transamerica
                                  Transamerica Premier  Transamerica Premier      Transamerica                            Premier
                                                                                    Premier
                                    Aggressive Growth    Small Company Fund   Equity                                     Value Fund
                                          Fund                                   Fund
                                  Year Ended Period     Year Ended Period     Year Ended Year      Year Ended Period     Period
                                               Ended                 Ended                 Ended                Ended      Ended
                                  December   December   December   December   December   December  December   December   December
                                     31,        31,        31,        31,        31,        31,       31,        31,        31,
                                     1998      1997*       1998      1997*       1998      1997       1996      1995**    1998***
Net Asset Value
<S>                                   <C>        <C>        <C>        <C>        <C>       <C>         <C>       <C>        <C>   
Beginning of period                   $12.18     $10.00     $12.49     $10.00     $18.53    $12.65      $9.82     $10.00     $10.00

Operations:
Net investment income (loss)1         (0.04)     (0.03)     (0.02)     (0.02)     (0.15)    (0.04)     (0.06)       0.02       0.00
Net realized and unrealized gain       10.28       2.21       9.93       2.51       6.42      6.05       2.91     (0.20)       0.62
(loss)
Total from investment operations       10.24       2.18       9.91       2.49       6.27      6.01       2.85     (0.18)       0.62

Dividends/Distributions
  to Shareholders:
Net investment income                    ---        ---        ---        ---        ---       ---     (0.02)        ---     (0.03)
Net realized gains                       ---        ---     (0.41)        ---     (0.02)    (0.13)        ---        ---        ---
Total dividends/distributions            ---        ---     (0.41)        ---     (0.02)    (0.13)     (0.02)        ---     (0.03)

Net Asset Value
End of period                         $22.42     $12.18     $21.99     $12.49     $24.78    $18.53     $12.65      $9.82     $10.59

Total Return2                         84.07%     21.80%     80.27%     24.90%     33.85%    47.51%     29.07%    (1.80%)      6.19%

Ratios and Supplemental Data:
Expenses to average net assets:
  After reimbursement/fee waiver       1.40%     1.40%t      1.40%     1.40%t      1.42%     1.49%      1.50%     0.25%t     1.20%t
  Before reimbursement/fee waiver      1.60%     2.08%t      1.59%     2.12%t      1.42%     1.51%      1.95%     2.39%t     2.21%t
Net investment income (loss),
after
  reimbursement/fee waiver           (0.92%)   (0.59%)t    (0.67%)   (0.43%)t    (0.96%)   (0.71%)    (0.66%)     1.51%t   (0.04%)t
Portfolio turnover rate                  32%        17%        26%        74%        59%       13%        60%        ---        72%
Net assets, end of period
  (in thousands)                    $177,493    $12,780   $209,388    $11,122   $290,318  $111,567    $30,454    $11,070     $9,111

</TABLE>

t Annualized

* Inception - October 2, 1995.

** Inception - July 1, 1998.

*** Inception - April 1, 1998

1 Net  investment  income  (loss)  is after  waiver of fees by the  Adviser  and
reimbursement of certain expenses by the Administrator  (Note 2). If the Adviser
had not waived fees and the Administrator
  had not reimbursed expenses, net investment income (loss) per share would have
been $(0.05) and $(0.06) for the Aggressive Growth Fund, $(0.03) and $(0.06) for
the Small Company Fund, for the periods
  ended December 31, 1998 and 1997, respectively;  $(0.15), $(0.04), $(0.10) and
$(0.01),  for the Equity Fund for the periods  ended  December 31,  1998,  1997,
1996, and 1995, repectively and
  $(0.08) for the Value Fund for the period ended
Dcember 31, 1998.

2 Total return represents aggregate total return for the period indicated and is
not annualized, for periods less than one year.



<PAGE>
<TABLE>
<CAPTION>




                                                                                                                    Transamerica
                                    Transamerica                             Transamerica                             Premier
                                       Premier                                  Premier
                                 Index                                    Balanced                                   High Yield
                                   Fund                                     Fund                                     Bond Fund
                                 Year      Year      Year Ended Period    Year      Year      Year      Period      Period Ended
                                   Ended     Ended                Ended     Ended     Ended     Ended     Ended
                                 December  December  December   December  December  December  December  December    December 31,
                                    31,       31,       31,        31,       31,       31,       31,       31,
                                   1998      1997       1996      1995*     1998      1997      1996      1995*        1998**
Net Asset Value
<S>                                 <C>       <C>        <C>       <C>       <C>       <C>       <C>        <C>            <C>   
Beginning of period                 $15.49    $11.96     $10.59    $10.00    $15.54    $11.57    $10.23     $10.00         $10.00

Operations:
Net investment income1                0.37      0.32       0.27      0.06      0.23      0.11      0.14       0.06           0.73
Net realized and unrealized           3.98      3.60       2.06      0.53      4.31      3.97      1.40       0.17         (0.68)
gain (loss)
Total fro investment operations       4.35      3.92       2.33      0.59      4.45      4.08      1.54       0.23           0.05

Dividends/Distributions
  to Shareholders:
Net investment income               (0.37)    (0.32)     (0.33)       ---    (0.22)    (0.11)    (0.20)        ---         (0.41)
Net realized gains                  (0.84)    (0.07)     (0.63)       ---    (0.62)       ---       ---        ---         (0.01)
Total dividends/distributions       (1.21)    (0.39)     (0.96)       ---    (0.84)    (0.11)    (0.20)        ---         (0.42)

Net Asset Value
End of period                       $18.63    $15.49     $11.96    $10.59    $19.24    $15.54    $11.57     $10.23          $9.63

Total Return2                       28.45%    33.14%     22.33%     5.90%    29.30%    35.38%    15.28%      2.30%          0.58%

Ratios and Supplemental Data:
Expenses to average net assets:
  After reimbursement/fee waiver     0.25%     0.25%      0.35%    0.25%t     1.43%     1.45%     1.45%     0.25%t         0.90%t
  Before reimbursement/fee           1.14%     1.57%      2.29%    4.12%t     1.43%     1.62%     1.94%     2.12%t         6.50%t
waiver
Net investment income, after
  reimbursement/fee waiver           2.26%     2.31%      2.48%    2.70%t     1.60%     0.83%     1.34%     3.12%t        23.97%t
Portfolio turnover rate                32%       11%        94%        4%       32%       23%       19%        16%            22%
Net assets, end of period
  (in thousands)                   $36,342   $23,992    $10,814    $6,934   $61,920   $26,799   $16,041    $12,084         $1,402

</TABLE>

t Annualized

* Inception - October 2, 1995.

** Inception - July 1, 1998.

1 Net  investment  income  (loss)  is after  waiver of fees by the  Adviser  and
reimbursement of certain expenses by the Administrator  (Note 2). If the Adviser
had not waived fees and the Administrator
   had not reimbursed  expenses,  net  investment  income (loss) per share would
have been $0.22,  $0.14, $0.06 and ($0.03) for the Index Fund and $0.23,  $0.09,
$0.09 and $0.02, for the Balanced
   Fund for the periods ended December 31, 1998, 1997,  1996, 1995,  repectively
and $0.56 for the High Yield Bond Fund for the period ended December 31, 1998.

2 Total return represents aggregate total return for the period indicated and is
not annualized, for periods less than one year.



<PAGE>

<TABLE>
<CAPTION>



                                  Transamerica Premier                         Transamerica
                                                                                  Premier
                                  Bond Fund                                    Cash Reserve
                                                                                   Fund
                                  Year Ended Year Ended Year Ended Period       Year Ended    Year Ended Year Ended Period
                                                                     Ended                                            Ended
                                  December   December   December   December    December 31,   December   December   December
                                     31,        31,        31,        31,                        31,        31,        31,
                                     1998       1997       1996      1995*         1998          1997       1996      1995*
Net Asset Value
<S>                                   <C>         <C>       <C>        <C>              <C>        <C>        <C>        <C>  
Beginning of period                   $10.19      $9.86     $10.37     $10.00           $1.00      $1.00      $1.00      $1.00

Operations:
Net investment income1                  0.61       0.62       0.56       0.16            0.05       0.05       0.05       0.01
Net realized and unrealized gain        0.33       0.33     (0.46)       0.32             ---        ---        ---        ---
(loss)
Total fro investment operations         0.94       0.95       0.10       0.48            0.05       0.05       0.05       0.01

Dividends/Distributions
  to Shareholders:
Net investment income                 (0.61)     (0.62)     (0.61)     (.011)          (0.05)     (0.05)     (0.05)     (0.01)
Net realized gains                    (0.11)        ---        ---        ---             ---        ---        ---        ---
Total dividends/distributions         (0.72)     (0.62)     (0.61)     (0.11)          (0.05)     (0.05)     (0.05)     (0.01)

Net Asset Value
End of period                         $10.41     $10.19      $9.86     $10.37           $1.00      $1.00      $1.00      $1.00

Total Return2                          9.58%      9.99%      1.16%      4.82%           5.45%      5.48%      5.34%      1.39%

Ratios and Supplemental Data:
Expenses to average net assets:
  After reimbursement/fee waiver       1.30%      1.30%      1.30%     0.25%t           0.25%      0.25%      0.25%     0.25%t
  Before reimbursement/fee waiver      1.47%      1.64%      1.81%     1.93%t           0.73%      0.95%      1.09%     1.37%t
Net investment income, after
  reimbursement/fee waiver             5.94%      6.25%      5.66%     6.55%t           5.29%      5.35%      5.21%     5.55%t
Portfolio turnover rate                 165%        99%         7%        19%              0%         0%         0%         0%
Net assets, end of period
  (in thousands)                     $17,340    $14,236    $12,553    $11,827         $76,267    $51,246    $32,041    $27,996

</TABLE>

t Annualized

* Inception - October 2, 1995.

** Inception - July 1, 1998.

*** Inception - April 1, 1998

1 Net  investment  income  (loss)  is after  waiver of fees by the  Adviser  and
reimbursement of certain expenses by the administrator  (Note 2). If the adviser
had not waived fees and the
   Administrator  had not reimbursed  expenses,  net investment income per share
would  have been  $0.59,  $0.58,  $0.50  and $0.12 for the Bond Fund and  $0.05,
$0.05, $0.04 and $0.01,
   for the Cash Reserve  Fund for the periods  ended  December  31, 1998,  1997,
1996, 1995, repectively.

2 Total return represents aggregate total return for the period indicated and is
not annualized, for periods less than one year.



<PAGE>



ADDITIONAL INFORMATION AND ASSISTANCE


You may get more information,  at no change, about these Funds by requesting the
following:

Annual and Semi-Annual Report
These reports describe the Funds'  performance and list their portfolio holdings
and  financial  condition.  They also  discuss  the  market  conditions  and the
portfolio   managers'   strategies  that   significantly   affected  the  Funds'
performance during the covered period.

Statement of Additional Information (SAI)
This document gives  additional  information  about the Funds. The SAI was filed
with the Securities and Exchange  Commission (SEC) and incorporated by reference
as part of the prospectus.

To Obtain  Information  from  Transamerica  Premier  Funds Call  1-800-89-ASK-US
(1-800-892-7587) Option 1: to request  annual/semi-annual  report,  statement of
additional  information,  and other  literature;  and to ask questions about the
Funds Option 2: PremierQuote,  automated information and transactions  available
24 hours, 7 days a week Option 3: shareholder service  representative.  Write to
Transamerica  Premier Funds, P.O. Box 9232,  Boston,  Massachusetts  02205-9232.
E-mail  us at  [email protected].  Visit  our  Internet  web site at
http://transamericafunds.com.


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


SEC file number:_____________________



Transamerica Securities Sales Corporation, Distributor
1-800-89-ASK-US (1-800-892-7587)
http://www.transamericafunds.com
e-mail:  [email protected]

TPF 271-499





















































<PAGE>





1

   
                Statement of Additional Information - May 1, 1999


Transamerica Premier Funds

Investor and Institutional Shares





Equity Funds
Transamerica Premier Aggressive Growth Fund
Transamerica Premier Equity Fund
Transamerica Premier Index Fund
Transamerica Premier Small Company Fund
Transamerica Premier Value Fund

Combined Equity & Fixed Income Fund
    
Transamerica Premier Balanced Fund

   
Fixed Income Funds
Transamerica Premier Bond Fund
Transamerica Premier High Yield Bond Fund
Transamerica Premier Cash Reserve Fund
    





About the Statement of Additional Information
Transamerica  Investors,  Inc. (Company) is an open-end,  management  investment
company of the series type offering a number of portfolios,  known  collectively
as the  Transamerica  Premier Funds.  This  Statement of Additional  Information
(SAI)  pertains to the Investor Class and the  Institutional  Class of shares of
the  Transamerica  Premier  Funds  (Fund or Funds)  listed  above.  Each Fund is
managed  separately  and  has  its  own  investment  objective,  strategies  and
policies.  Each class of each Fund has its own levels of expenses  and  charges.
The minimum  initial  investment for the Investor  Shares is $1,000 per Fund, or
$250 to open an IRA. The minimum initial investment for the Institutional Shares
is  $1,000,000  per  Fund.  This SAI  contains  information  additional  to that
available in the  Prospectus  described  below.  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  should be read in connection with the
current Prospectus dated May 1, 1999. The Prospectus is available without charge
by calling, 1-800-89-ASK-US (1-800-892-7587).

Terms used in the  Prospectus  are  incorporated  by  reference in this SAI. The
Annual Report is also incorporated by reference in this SAI, and it is delivered
to you with the SAI.  We have not  authorized  any  person to give you any other
information.

Contents                                             Page
Investment Goals and Policies..........................            2
Investment Restrictions ................................           15
Management of the Company.............................          18
Purchase and Redemption of Shares ....................   24
Brokerage Allocation...................................              25
Determination of Net Asset Value......................     27
Information...........................................             28
Taxes....................................................    32
Other Information........................................      33
Financial Statements.....................................  33
Appendix A:  Description of Corporate Bond Ratings....   34
Appendix B:  Description of Fixed-Income Instruments.. 36
    


Investment Goals and Policies

The investment  goals stated in the  Prospectus  for each Fund are  fundamental.
This  means  they  can be  changed  only  with the  approval  of a  majority  of
shareholders  of  such  Fund.  The  strategies  and  policies  described  in the
Prospectus  are not  fundamental.  Strategies and policies can be changed by the
Board  of  Directors  of the  Company  (Board)  without  your  approval.  If any
investment  goals of a Fund  change,  you should  decide if the Fund still meets
your financial needs.

The achievement of each Fund's  investment goal 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 goal of any of
the Funds will be achieved.

Buying and Selling Securities
   
In general,  the Funds purchase and hold securities for capital growth,  current
income,  or a  combination  of  the  two,  depending  on the  Fund's  investment
objective.  Portfolio  changes  can  result  from  liquidity  needs,  securities
reaching a price objective,  anticipated  changes in interest rates, a change in
the  creditworthiness  of  an  issuer,  or  from  general  financial  or  market
developments.  Because  portfolio  changes usually are not tied to the length of
time a security has been held, a significant  number of short-term  transactions
may occur.
    

The  Funds  may  sell  one  security  and  simultaneously  purchase  another  of
comparable  quality.  The Funds may  simultaneously  purchase  and sell the same
security to take  advantage of  short-term  differentials  and bond  yields.  In
addition,  the Funds may  purchase  individual  securities  in  anticipation  of
relatively short-term price gains.

Portfolio  turnover  has  not  been  and  will  not  be a  consideration  in the
investment  process.  The Investment  Adviser buys and sells securities for each
Fund whenever it believes it is appropriate to do so. Increased turnover results
in higher costs. These costs result from brokerage commissions,  dealer mark-ups
and other  transaction costs on the sale of securities and reinvestment in other
securities.  Increased turnover may also result in additional  short-term gains.
Short-term  gains are taxable to  shareholders  as ordinary  income,  except for
tax-qualified accounts (such as IRAs and employer sponsored pension plans).

   
For the calendar year 1998,  the portfolio  turnover rate for each Fund was: 32%
for the Transamerica  Premier  Aggressive  Growth Fund; 26% for the Transamerica
Premier Small Company Fund;  59% for the  Transamerica  Premier Equity Fund; 72%
for the Transamerica  Premier Value Fund; 32% for the Transamerica Premier Index
Fund; 32% for the  Transamerica  Premier Balanced Fund; 22% for the Transamerica
Premier High Yield Bond Fund; and 165% for the  Transamerica  Premier Bond Fund.
The  turnover  rate for the  Transamerica  Premier Cash Reserve Fund is zero for
regulatory  purposes. A 100% annual turnover rate would occur if all of a Fund's
securities were replaced one time during a one year period.
    

High Yield (`Junk') Bonds
The  Transamerica  High Yield Bond Fund  purchases  high yield  bonds  (commonly
called `junk' bonds).  These are  lower-rated  bonds that involve higher current
income but are predominantly speculative because they present a higher degree of
credit  risk  than   investment-grade   bonds.  The  other  Funds,   except  the
Transamerica  Premier Index and  Transamerica  Premier Cash Reserve  Funds,  may
purchase these securities to a limited extent.  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,  the issuers' unique financial  situations,  and the bonds'
coupon  than to small  changes  in the level of  interest  rates.  But during an
economic  downturn  or a period  of  rising  interest  rates,  highly  leveraged
companies  can have trouble  making  principal  and interest  payments,  meeting
projected business goals, and obtaining additional financing.

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

Changes  by  recognized  rating  services  in their  ratings  of a  fixed-income
security  and changes in the  ability of an issuer to make  payments of interest
and  principal  may also affect the value of these  investments.  Changes in the
value of portfolio  securities  generally  will not affect  income  derived from
these securities, but will affect the owning Fund's net asset value.

Periods of economic or political uncertainty and change can create volatility in
the price of 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.

The Funds will not necessarily  dispose of a security when its rating is reduced
below its rating at the time of purchase.  However,  the Investment Adviser will
monitor the investment to determine whether continued investment in the security
will assist in meeting the Fund's investment objectives.

At times, a substantial portion of a Fund's assets may be invested in securities
of which the Fund, by itself or together  with other Funds and accounts  managed
by the Investment Adviser, holds all or a major portion. Under adverse market or
economic  conditions  or in the  event  of  adverse  changes  in  the  financial
condition  of the issuer,  the Fund could find it more  difficult  to sell these
securities when the Investment  Adviser believes it advisable to do so or may be
able to sell the  securities  only at prices lower than if they were more widely
held. Under these circumstances,  it may also be more difficult to determine the
fair value of such  securities  for purposes of  computing  the Fund's net asset
value.

In order to enforce its rights in the event of a default of these securities,  a
Fund may be  required  to  participate  in  various  legal  proceedings  or take
possession  of and  manage  assets  securing  the  issuer's  obligations  on the
securities.  This could  increase the Fund's  operating  expenses and  adversely
affect the Fund's net asset value.

Certain  securities  held by a Fund may permit the issuer at its option to call,
or redeem,  its securities.  If an issuer were to redeem  securities held by the
Fund  during a time of  declining  interest  rates,  the Fund may not be able to
reinvest the proceeds in securities  providing the same investment return as the
securities redeemed.

The Funds may invest in zero-coupon bonds and payment-in-kind bonds. Zero-coupon
bonds are issued at a significant  discount from their principal  amount and may
pay interest  either only at maturity,  or subsequent to the issue date prior to
maturity,  rather  than at regular  intervals  during the life of the  security.
Payment-in-kind  bonds allow the issuer, at its option, to make current interest
payments  on the bonds  either in cash or in  additional  bonds.  The  values of
zero-coupon bonds and  payment-in-kind  bonds are subject to greater fluctuation
in response to changes in market  interest rates than bonds that pay interest in
cash currently. Both zero-coupon bonds and payment-in-kind bonds allow an issuer
to  avoid  the  need  to  generate  cash  to  meet  current  interest  payments.
Accordingly,  such bonds may  involve  greater  credit  risks than bonds  paying
interest currently.  Even though such bonds do not pay current interest in cash,
a Fund  nonetheless is required to accrue interest  income on these  investments
and to distribute the interest income at least annually to  shareholders.  Thus,
the Fund could be required at times to liquidate  other  investments in order to
satisfy its distribution requirements.

Certain investment grade securities in which a Fund may invest share some of the
risk factors discussed above with respect to lower-rated securities.

Restricted and Illiquid Securities
The Funds may purchase certain restricted securities of U.S. issuers (securities
that are not registered  under the Securities Act of 1933, as amended (1933 Act)
but can be offered and sold to qualified  institutional  buyers pursuant to Rule
144A under that Act) and  limited  amounts of  illiquid  investments,  including
illiquid restricted securities.

Up to 15% of a  Fund's  net  assets  may be  invested  in  securities  that  are
illiquid, except that the Transamerica Premier Cash Reserve Fund may only invest
10% of its net assets in such  securities.  Securities are  considered  illiquid
when there is no readily available market or when they have legal or contractual
restrictions.

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.  These  investments  may be
difficult to sell quickly for their fair market value.

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 not readily  marketable  and are  therefore  illiquid.  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.
    

Certain  restricted  securities  that are not registered for sale to the general
public but that can be resold to institutional investors under Rule 144A may not
be considered  illiquid if a dealer or institutional  trading market exists. The
institutional  trading market is relatively new. However,  liquidity of a Fund's
investments  could be impaired if trading for these  securities does not further
develop or declines.  The  Investment  Adviser  determines the liquidity of Rule
144A securities under guidelines  approved by the Board.  Derivatives Each Fund,
except for  Transamerica  Premier Cash Reserve 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:  (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 no more 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
The Funds may write (i.e.,  sell) covered call and put options on any securities
in which they 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. A Fund would
normally write a call option in  anticipation  of a decrease in the market value
of securities of the type in which it may invest.  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 Fund may cover a written call option or put option 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 the 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
effect 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 will 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.

The Funds 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
The Funds 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 the 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 the 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 it takes 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 (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  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 the Fund intends
to protect, 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.

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.  Each 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.  Therefore,  a Fund
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.

Interest  Rate Swaps The Funds 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  Investment  Company  Act of 1940,  as  amended  (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  to the  swap 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.

Foreign Securities
The Funds may invest in foreign securities.  The Transamerica Premier Index Fund
invests  only in American  Depositary  Receipts  (ADRs) that are selected by the
Standard & Poor's  Corporation  to be  included  in the S&P 500  Index.  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.

   
Investing  in the  securities  of foreign  issuers  involves  special  risks and
considerations not typically associated with investing in U.S. companies.  These
risks  and  considerations  include  differences  in  accounting,  auditing  and
financial  reporting  standards,  generally  higher  commission rates on foreign
securities  transactions,  the  possibility  of  expropriation  or  confiscatory
taxation,  adverse  changes  in  investment  or  exchange  control  regulations,
political  instability  which could affect U.S.  investment in foreign countries
and potential  restrictions on the flow of international capital and currencies.
Foreign  issuers  may also be subject to less  government  regulation  than U.S.
companies.  Moreover,  the dividends and interest payable on foreign  securities
may be subject to foreign  withholding  taxes,  thus  reducing the net amount of
income available for distribution to the Fund's shareholders.  Further,  foreign
securities  often trade with less frequency and volume than domestic  securities
and, therefore, may exhibit greater price volatility.
    

Changes  in  foreign   currency   exchange  rates  will  affect,   favorably  or
unfavorably,  the value of those  securities  which are denominated or quoted in
currencies  other than the U.S.  dollar.  Currency  exchange rates generally are
determined  by the forces of supply and demand in the foreign  exchange  markets
and the  relative  merits  of  investments  in  different  countries,  actual or
perceived  changes in interest rates and other complex factors,  as seen from an
international  perspective.   Currency  exchange  rates  also  can  be  affected
unpredictably  by intervention of U.S. or foreign  governments or central banks,
or the failure to intervene,  or by currency controls or political  developments
in the United States or abroad.

Short Sales
The Funds may sell securities  which they do not own or own but do not intend to
deliver to the buyer (sell  short) if, at the time of the short  sale,  the Fund
making the short  sale owns or has the right to  acquire an equal  amount of the
security being sold short at no additional  cost. These  transactions  allow the
Funds to hedge  against  price  fluctuations  by  locking  in a sale  price  for
securities they do not wish to sell immediately.

A Fund may make a short sale when it  decides  to sell a  security  it owns at a
currently  attractive price. This allows the Fund to postpone a gain or loss for
federal income tax purposes and to satisfy certain tests applicable to regulated
investment companies under the Code. The Funds will only make short sales if the
total  amount of all short sales does not exceed 10% of the total  assets of the
Fund. This limitation can be changed at any time.

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.  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.  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 a Fund enters into a firm commitment agreement,  liability for the purchase
price and the rights and risks of ownership  of the security  accrue to the Fund
at the time it becomes  obligated to purchase such security,  although  delivery
and  payment  occur at a later  date.  Accordingly,  if the market  price of the
security  should  decline,  the effect of such an agreement would be to obligate
the Fund to purchase the  security at a price above the current  market price on
the  date of  delivery  and  payment.  During  the time a Fund is  obligated  to
purchase such security it will be required to segregate assets.  See "Segregated
Accounts."

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,  such  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.

Lending of Securities
Subject to investment  restriction number 2 titled "Lending"  (relating to loans
of  securities),  as a means  to earn  additional  income  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. A 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 must have the right
to call the loan and  obtain  the  securities  loaned at any time on three  days
notice.  This  includes the right to call the loan to enable the Fund to execute
shareholder voting rights.  Such loans cannot exceed one-third of the Fund's net
assets taken at market value. Interest on loaned securities cannot exceed 10% of
the annual gross income of the Fund (without offset for realized capital gains).
A 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.

A Fund  lending  securities  will incur  credit  risks as with any  extension of
credit.  The Fund risks 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.  Lending
securities to broker-dealers  and institutions could result in a loss or a delay
in recovering the Fund's securities.

The lending policy described in this paragraph is a fundamental  policy that can
only be changed by a vote of a majority of shareholders.

Indebtedness
From time to time,  the Funds may  purchase the direct  indebtedness  of various
companies (Indebtedness) or participation in such Indebtedness. The Transamerica
Premier  Value Fund is more likely to invest in such  securities  than the other
Funds.  Indebtedness  represents a specific commercial loan or portion of a loan
which has been given to a company by a financial  institution  such as a bank or
insurance  company (Bank  Claims).  The company is typically  obligated to repay
such  commercial  loan over a specified  time  period.  By  purchasing  the Bank
Claims, a Fund steps into the shoes of the financial  institution which made the
loan to the company prior to its restructuring or refinancing.  Such Bank Claims
purchased by a Fund may be in the form of loans, notes or bonds.

The Funds normally invest in the Indebtedness  which has the highest priority of
repayment by the company. However, on occasion, lower priority Indebtedness also
may be acquired.

Indebtedness of companies may also include Trade Claims.  Trade Claims generally
represent money due to a supplier of goods or services to the companies  issuing
indebtedness. Company Indebtedness,  including Bank Claims and Trade Claims, may
be illiquid (as defined below).

Borrowing Policies of the Funds
The  Funds  may  borrow  money  from  banks  or  engage  in  reverse  repurchase
agreements,  for  temporary  or emergency  purposes.  Each Fund may borrow up to
one-third  of the  Fund's  total  assets.  To secure  borrowings,  each Fund may
mortgage or pledge  securities  in an amount up to  one-third  of the 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.  Variable  Rate,
Floating  Rate, or Variable  Amount  Securities The Funds may invest in variable
rate,  floating  rate,  or  variable  amount  securities.  These are  short-term
unsecured  promissory notes issued by corporations to finance  short-term credit
needs.  They are  interest-bearing  notes on which the interest  rate  generally
fluctuates on a scheduled basis.

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
The Funds may enter into 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 a 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  which  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.  A Fund will not invest in  repurchase
agreements  maturing  in more than seven days if that would  result in more than
10% of the Fund's net assets  being so invested  when  taking  into  account the
remaining days to maturity of its existing repurchase agreements.

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. If the seller is unable to make a timely repurchase,  the
expected proceeds could be delayed, or the Fund could suffer a loss in principal
or current  interest,  or incur costs in liquidating the  collateral.  The Funds
have established  procedures to evaluate the  creditworthiness of parties making
repurchase agreements.  Reverse Repurchase Agreements and Leverage The Funds 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
the Fund sells  securities  and  simultaneously  agrees to repurchase  them at a
price which  reflects an  agreed-upon  rate of  interest.  The Fund 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 a Fund's shares
to rise or fall faster  than would  otherwise  be the case.  There may also be a
risk of delay in the recovery of the underlying securities if the opposite party
has financial difficulties. A Fund's obligations under all borrowings, including
reverse  repurchase  agreements,  will not  exceed  one-third  of the Fund's net
assets.

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 1940 Act. 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.

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

Small Capitalization Stocks
   
Except  for the  Premier  Cash  Reserve  Fund,  the  Funds  may  invest in small
capitalization  stocks.  The  securities  of small  companies  are usually  less
actively  followed by analysts and may be under-valued by the market,  which can
provide  significant  opportunities  for  capital  appreciation;   however,  the
securities  of such small  companies  may also involve  greater risks and may be
subject to more  volatile  market  movements  than  securities  of larger,  more
established companies. The securities of small companies are often traded in the
over-the  counter  market,  and  might  not be  traded  in  volumes  typical  of
securities  traded on a national  securities  exchange.  Thus, the securities of
small  companies  are  likely to be subject  to more  abrupt or  erratic  market
movements than securities of larger, more established companies.
    

Over-The-Counter-Market
The Funds may  invest  in  over-the-counter  stocks.  Generally,  the  volume of
trading in an unlisted or over-the-counter  common stock is less than the volume
of trading in a listed stock.  Low trading volumes may make it difficult to find
a buyer or seller for the securities of some companies. This will have an effect
on the purchase or selling price of a stock.



Mortgage-Backed and Asset-Backed Securities
The Funds  may  invest  in  mortgage-backed  and  asset-backed  securities.  The
Transamerica  Premier Bond Fund is more likely to invest in such securities than
the other Funds.  Mortgage-backed  and  asset-backed  securities  are  generally
securities  evidencing  ownership  or  interest  in  pools  of  many  individual
mortgages or other loans.  Part of the cash flow of these securities is from the
early payoff of some of the underlying  loans. The specific amount and timing of
such prepayments is difficult to predict, creating prepayment risk. For example,
prepayments on Government National Mortgage Association certificates (GNMAs) are
more likely to increase  during  periods of declining  long-term  interest rates
because  borrowers  tend to refinance  when interest rates drop. In the event of
very high  prepayments,  the Funds may be required to invest these proceeds at a
lower interest rate,  causing them to earn less than if the  prepayments had not
occurred.  Prepayments  are more  likely to  decrease  during  periods of rising
interest rates, causing the expected average life of the underlying mortgages to
become longer.  This  variability of prepayments  will tend to limit price gains
when interest  rates drop and to exaggerate  price  declines when interest rates
rise.

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

Investments in Other Investment Companies
Up to 10% of each  Fund's  total  assets may be  invested in the shares of other
investment companies, but only up to 5% of its assets may be invested in any one
other investment company. In addition,  no Fund may purchase more than 3% of the
outstanding shares of any one investment company.

Special Situations
The  Funds may  invest  in  "special  situations"  from time to time.  A special
situation arises when, in the opinion of the Investment Adviser,  the securities
of a  particular  issuer will be  recognized  and  appreciate  in value due to a
specific  development  with  respect  to that  issuer.  Developments  creating a
special  situation might include,  among others,  a merger proposal or buyout, a
leveraged   recapitalization,   a  new  product  or  process,   a  technological
breakthrough,  a management  change or other  extraordinary  corporate event, or
differences  in market  supply of and demand  for the  security.  Investment  in
special  situations  may carry an additional  risk of loss in the event that the
anticipated  development  does  not  occur  or does  not  attract  the  expected
attention.  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  as
fundamental  policies of the Funds. Under 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
non-diversified  fund.  The  non-diversified  Fund  reserves the right to become
diversified  by  limiting  its  investments  in which more than 5% of the Fund's
total assets are invested.  Investment restrictions 11 through 14 may be changed
by a vote of the Board of Directors of the Company 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 U.S. 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 limitations 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 1933
Act.

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.   Warrants
The  Transamerica  Premier  Cash  Reserve  Fund  may not  invest  in any form of
warrants.

   
14.   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

Transamerica Investors, Inc.
   
Transamerica Investors, Inc. was organized as a Maryland corporation on February
22,  1995.  The  Company  is  registered  with the SEC  under the 1940 Act as an
open-end management investment company of the series type. Each Fund constitutes
a separate series. All series, except the Transamerica Premier Aggressive Growth
Fund,  are  diversified  investment  companies.  Each series has four classes of
shares,  Investor Shares,  Institutional Shares, A Shares and M Shares. This SAI
describes the Investor  Class and  Institutional  Class of shares only. For more
information  about the A Shares or M Shares,  available  through  brokers,  call
800-892-7587.  The Company  reserves  the right to issue  additional  classes of
shares in the future without the consent of  shareholders,  and can allocate any
remaining  unclassified shares or reallocate any unissued classified shares. The
fiscal year-end of the Company is December 31.
    

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

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





Directors and Officers
Responsibility  for the management and  supervision of the Company and its Funds
rests with the Board. The Investment  Adviser and the  Administrator are subject
to the direction of the Board.

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, Inc.           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 40                                                        Transamerica Occidental Life
                                                              Insurance Company (TOLIC).

   
Gary U. Rolle'*                     Director                  Chairman and President,
Transamerica Center                                           Transamerica Income Shares Inc.
1150 S. Olive St.                                             and Transamerica Variable Insurance
Los Angeles, CA 90015                                         Fund; Executive Vice President &
Age 57                                                        Chief Investment Officer,
                                                              Transamerica 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 49                                                        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 65                                                        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 63

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 43


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 42                                                        Janus Capital Corporation.

Sandra Chappell Brown               Senior Vice               Transamerica Life Companies since 1998.
Transamerica Center                 President                 Formerly Vice President, Mutual Fund
1150 S. Olive St.                                             Administration, Bank of America.
Los Angeles, CA 90015
Age 43
</TABLE>

The  directors  are  responsible  for major  decisions  relating  to the  Funds'
objectives, policies and operations. 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.

Name                       Compensation Paid
Sidney E. Harris                    $15,000
Charles C. Reed                     $15,000
Carl R. Terzian                     $15,000

   
The officers and directors of Transamerica  Investors,  Inc. together owned less
than 1% of the  shares of each of the  equity  Funds.  As of March 17,  1999 the
following  shareholders  owned 25% or more of the  Investor  Class shares of the
indicated Funds:
    
<TABLE>
<CAPTION>

                                                     Transamerica               Percent
   
Shareholder                                          Premier Fund               Owned
<S>                                                                             <C>  
Charles Schwab & Company, Inc.*                      Aggressive Growth Fund     38.8%
    
   101 Montgomery St., San Francisco, CA 94104
   
Charles Schwab & Company, Inc.*                      Equity Fund                41.3%
   101 Montgomery St., San Francisco, CA 94104
ARC Reinsurance Corporation                          Index Fund                 29.0%
   1149 S. Hill St., H-344, Los Angeles, CA 90015
Transamerica Corporation                             Index Fund                 25.2%
   600 Montgomery St., San Francisco, CA 94111-2702
Charles Schwab & Company, Inc.*                      Small Company Fund         46.8%
   101 Montgomery St., San Francisco, CA 94104
ARC Reinsurance Corporation                          Value Fund                 59.9%
   1149 S. Hill St., H-344, Los Angeles, CA 90015
Charles Schwab & Company, Inc.*                      Balanced Fund              26.9%
   101 Montgomery St., San Francisco, CA 94104
Transamerica Real Estate Tax Service                          Bond Fund                 71.3%
   1150 S. Olive St., Suite T-2700, Los Angeles, CA 90015
National Financial Services*                                  High Yield Bond Fund      26.9%
   200 Liberty St., 1 World Trade Center, New York, NY 10048-0202
As of March 17, 1999  Transamerica  Life Insurance and Annuity Company,  1150 S.
Olive Street, Los Angeles, CA 90015 owned 100% of the Institutional Class shares
of the Premier High Yield Bond Fund.
</TABLE>

In addition, as of March 17, 1999 the following shareholders owned 5% or more of
the Investor Class shares of the indicated equity Funds:
    
<TABLE>
<CAPTION>
                                                     Transamerica               Percent
   
Shareholder                                          Premier Fund               Owned
- -------------------------------------------------------------------------------------
<S>                                                                                     <C>  
National Financial Services*                                  Aggressive Growth Fund    14.0%
    
   1 World Trade Ctr., 200 Liberty St., New York, NY 10048
   
ARC Reinsurance Corporation                          Aggressive Growth Fund       5.9%
   1149 S. Hill St., H-344, Los Angeles, CA 90015
National Financial Services*                                  Equity Fund                 8.6%
   1 World Trade Ctr., 200 Liberty St., New York, NY 10048
Transamerica Corporation                             Equity Fund                  7.2%
   600 Montgomery St., San Francisco, CA 94111
Transamerica Occidental Life Insurance Co.           Equity Fund                  6.8%
   P.O. Box 2101, Los Angeles, CA 90051-0101
Transamerica Occidental Life Insurance Co.           Index Fund                   9.0%
   P.O. Box 512101, Los Angeles, CA 90051-0101
National Financial Services*                                  Small Company Fund        15.3%
   1 World Trade Ctr., 200 Liberty St., New York, NY 10048
ARC Reinsurance Corporation                          Small Company Fund           7.2%
   1149 S. Hill St., H-344, Los Angeles, CA 90015
National Investors Services Corp*                    Small Company Fund           6.6%
   55 Water Street, New York, NY 10041-3299
Charles Schwab & Company, Inc.*                      Value Fund                 59.9%
   101 Montgomery St., San Francisco, CA 94104
Transamerica Corporation                             Balanced Fund              16.5%
   600 Montgomery St., San Francisco, CA 94111-2702
Transamerica Occidental Life Insurance Co.           Balanced Fund              12.4%
   P.O. Box 512101, Los Angeles, CA 90051-0101
Transamerica Investment Services                     Balanced Fund                7.1%
   1150 S. Olive St, Suite 2700, Los Angeles, CA 90015-2297
National Investors Services Corp*                    Balanced Fund                6.3%
   55 Water Street, New York, NY 10041-3299
National Financial Services*                                  Balanced Fund               6.0%
   1 World Trade Ctr., 200 Liberty St., New York, NY 10048
</TABLE>

* Charles  Schwab & Company,  Inc.,  National  Financial  Services  and National
Investors  Services Corp hold these shares as nominees for the beneficial owners
of such shares (none of whom  individually own more than 5% of any of the Funds'
outstanding  shares).  With  respect to such  shares,  these  companies  have no
investment  discretion  and only limited  discretionary  voting power as nominee
holders.
    

Investment Adviser
The  Funds'  Investment  Adviser  is  Transamerica   Investment  Services,  Inc.
(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.  Although it is the Company's policy to seek
the best price and execution for each  transaction,  the Investment  Adviser may
give consideration to brokers and dealers who provide the Funds with statistical
information  and  other  services  in  addition  to  transaction  services.  See
"Brokerage Allocation" below.



   
<TABLE>
<CAPTION>

For its services to the Funds,  the Investment  Adviser receives an Adviser Fee.
The  following  fees are based on an annual  percentage of the average daily net
assets of each Fund. They are accrued daily, and paid monthly.
    

- -------------------------------------------------- -------------------- ----------------- ------------------
   
<S>                                                      <C>                 <C>               <C>       
Transamerica Premier Fund                          First $1 Billion     Next $1 Billion   Over $2 Billion
    
- -------------------------------------------------- -------------------- ----------------- ------------------
- -------------------------------------------------- -------------------- ----------------- ------------------
   
Aggressive Growth Fund                                    0.85%              0.82%              0.80%
    
- -------------------------------------------------- -------------------- ----------------- ------------------
- -------------------------------------------------- -------------------- ----------------- ------------------
   
Equity Fund                                               0.85%              0.82%              0.80%
    
- -------------------------------------------------- -------------------- ----------------- ------------------
- -------------------------------------------------- -------------------- ----------------- ------------------
   
Index Fund                                                0.30%              0.30%              0.30%
    
- -------------------------------------------------- -------------------- ----------------- ------------------
- -------------------------------------------------- -------------------- ----------------- ------------------
   
Small Company Fund                                        0.85%              0.82%              0.80%
    
- -------------------------------------------------- -------------------- ----------------- ------------------
- -------------------------------------------------- -------------------- ----------------- ------------------
   
Value Fund                                                0.75%              0.72%              0.70%
    
- -------------------------------------------------- -------------------- ----------------- ------------------
- -------------------------------------------------- -------------------- ----------------- ------------------
   
Balanced Fund                                             0.75%              0.72%              0.70%
    
- -------------------------------------------------- -------------------- ----------------- ------------------
- -------------------------------------------------- -------------------- ----------------- ------------------
   
Bond Fund                                                 0.60%              0.57%              0.55%
    
- -------------------------------------------------- -------------------- ----------------- ------------------
- -------------------------------------------------- -------------------- ----------------- ------------------
   
High Yield Bond Fund                                      0.55%              0.52%              0.50%
    
- -------------------------------------------------- -------------------- ----------------- ------------------
- -------------------------------------------------- -------------------- ----------------- ------------------
   
Cash Reserve Fund                                         0.35%              0.35%              0.35%
    
- -------------------------------------------------- -------------------- ----------------- ------------------
</TABLE>

   
<TABLE>
<CAPTION>

Following  are the  amounts of Adviser  Fees  earned,  amounts  waived,  and net
amounts  received for each Fund over the last three fiscal  years.  Certain fees
were waived by the Investment Adviser.
    

- --------------------------------------------------- ------------------- ------------------ -----------------
Transamerica Premier Fund                                  Adviser Fee        Adviser Fee       Adviser Fee
 Fiscal Year                                                    Earned             Waived      Net Received
Aggressive Growth Fund
   
<S> <C>                                                        <C>                <C>                <C>   
    1997                                                       $42,912            $34,278            $8,634
    1998                                                      $502,204                 $0          $502,204
    
Equity Fund
   
    1996                                                      $194,101           $134,162           $59,939
    1997                                                      $540,485            $28,198          $512,287
    1998                                                    $2,029,569                 $0        $2,029,569
    
Index Fund
   
    1996                                                       $25,718            $25,718                $0
    1997                                                       $52,012            $52,012                $0
    1998                                                       $90,470            $90,470                $0
Small Company Fund
    1997                                                       $38,671            $32,982            $5,689
    1998                                                      $400,502                 $0          $400,502
    
Value Fund
   
    1998                                                       $47,992                 $0           $47,992
    
Balanced Fund
   
    1996                                                      $106,251            $98,079            $8,172
    1997                                                      $159,452            $49,663          $109,789
    1998                                                      $313,639                 $0          $313,639
    
Bond Fund
   
    1996                                                       $72,032            $72,032                $0
    1997                                                       $79,524            $59,121           $20,403
    1998                                                       $94,170                 $0           $94,170
High Yield Bond Fund
    1998                                                        $1,913               $222            $1,691
    
Cash Reserve Fund
   
    1996                                                      $102,415           $102,415                $0
    1997                                                      $147,809           $147,809                $0
    1998                                                      $233,805           $158,537          $ 75,268
    
- --------------------------------------------------- ------------------- ------------------ -----------------
</TABLE>

The Investment Adviser is a wholly-owned subsidiary of Transamerica Corporation,
600 Montgomery  Street,  San Francisco,  California  94111,  one of the nation's
largest financial services companies.  Administrator The Funds' Administrator is
Transamerica Occidental Life Insurance Company (Administrator), 1150 South Olive
Street,  Los Angeles,  California 90015. The Investment Adviser pays part of its
Adviser Fee to the Administrator.  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. The  Administrator has contracted with State Street Bank and Trust Company
to perform certain administrative functions.

Each Fund pays all of its expenses not assumed by the Investment  Adviser or the
Administrator.  This includes  transfer  agent and custodian  fees and expenses,
legal and auditing fees, printing costs of reports to shareholders, registration
fees and expenses,  12b-1 fees, and fees and expenses of directors  unaffiliated
with Transamerica Corporation.

The  Administrator  may from time to time reimburse the Funds for some or all of
their operating  expenses.  Such  reimbursements  will increase a Fund's return.
This is  intended  to make the Funds  more  competitive.  This  practice  may be
terminated at any time.

   
Transamerica  Occidental Life Insurance Company is a wholly-owned  subsidiary of
Transamerica   Insurance  Corporation  of  California.   Transamerica  Insurance
Corporation  of  California  is  a  wholly-owned   subsidiary  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 Transfer Agency  Agreement,  State Street Bank also serves as the Funds'
transfer  agent.   The  transfer  agent  is  responsible  for:  a)  opening  and
maintaining your account; b) reporting information to you about your account; c)
paying you  dividends  and capital  gains;  and d) handling  your  requests  for
exchanges, transfers and redemptions.

DistributorTransamerica  Securities  Sales  Corporation  (TSSC)  serves  as  the
principal   underwriter  of  shares  of  the  Funds,   which  are   continuously
distributed.  TSSC  is  a  wholly-owned  subsidiary  of  Transamerica  Insurance
Corporation of California,  which is a wholly-owned  subsidiary of  Transamerica
Corporation. TSSC is registered with the Securities and Exchange Commission as a
broker-dealer,  and  is a  member  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 TSSC.

Distribution of Shares of the Funds
   
The 12b-1 plan of distribution and related  distribution  contracts  require the
Investor  Class of each Fund to pay  distribution  and  service  fees to TSSC as
compensation for its activities,  not as reimbursement for specific expenses. If
TSSC's  expenses are more than its fees for any Fund,  the Fund will not have to
pay more than those fees.  If TSSC's  expenses  are less than the fees,  it will
keep the excess.  The Company will pay the distribution and service fees to TSSC
until the distribution  contracts are terminated or not renewed.  In that event,
TSSC's  expenses  over and above any fees through the  termination  date will be
TSSC's sole responsibility and not the obligation of the Company. The Board will
review the distribution plan, contracts and TSSC's expenses.
    

The 12b-1 fee covers such activities as preparation, printing and mailing of the
Prospectus and Statement of Additional Information for prospective customers, as
well as sales literature and other media advertising,  and related expenses.  It
can also be used to compensate sales personnel involved with selling the Funds.

   
During  1998 TSSC  received  $1,053,237  in 12b-1 fees,  of which  approximately
$179,050  was  spent  on   telemarketing   and   prospectus   distribution   and
approximately  $874,187 was spent on advertising and sales promotion.  There was
no sales compensation paid in 1998.
    

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.


Purchase and Redemption of Shares

Detailed  information on how to purchase and redeem shares of a Fund is included
in the Prospectus.

IRA AccountsYou  can establish an Individual  Retirement  Account (IRA),  either
Regular or Roth IRA, or a Simplified  Employee  Pension (SEP) or SIMPLE IRA with
your employer,  or an Education IRA for a child.  Contributions to an IRA may be
deductible  from your taxable  income or earnings may be tax-free,  depending on
your  personal tax situation  and the type of IRA.  Please call  1-800-89-ASK-US
(1-800-892-7587)  for your IRA application  kit, or for additional  information.
The kit has information on who qualifies for which type of IRA.

If you are receiving a distribution from your pension plan, or you would like to
transfer your IRA account from another financial  institution,  you can continue
to get  tax-deferred  growth by  transferring  these  proceeds to a Transamerica
Premier Fund IRA. If you want to rollover  distributions  from your pension plan
to an IRA in one or more of the Funds,  the money must be paid  directly by your
pension plan administrator to Transamerica  Premier Funds to avoid a 20% federal
withholding tax.

There is an annual fee of $10 per Fund in which you own shares for administering
your  IRA.  This  is  limited  to a  maximum  annual  fee  of $40  per  taxpayer
identification number. This fee is waived if the combined value of all shares in
your IRA accounts is $5,000 or more when the fee is due. Alternatively,  you can
pay a  one-time,  non-refundable  fee of  $100  for all IRA  accounts  that  are
maintained under the same taxpayer  identification  number.  You may pay the fee
directly.  Otherwise it will be deducted ordinarily during December of each year
or at the time you fully redeem your shares in a Fund, if prior to December. The
Company  reserves the right to change the fee, but you will be notified at least
30 days in advance of any such change.

Uniform Gifts to Minors
A Uniform  Gifts/Transfers to Minors Act (UGMA/UTMA)  account allows an adult to
put assets in the name of a minor child. The adult maintains  control over these
assets until the child reaches the age of majority, which is generally 18 or 21.
State laws dictate which type of account can be used and the age of majority. An
adult  must be  appointed  as  custodian  for the  account  and will be  legally
responsible  for  administering  the account,  but the child's  Social  Security
number must be used.  Generally,  the person selected as custodian is one of the
parents or  grandparents,  but may be some other adult  relative  or friend.  By
shifting assets to a custodial account,  you may benefit if the child's tax rate
is lower.



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  account  in any one Fund in a
90-day period, we reserve the right to pay you in securities in lieu of cash.

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.
They may be securities that the Fund regards 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" later in this  document.  Such valuation will be made as of the same time
the redemption price is determined.

This right is designed to give the Funds the option 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, the market risk
is imposed on the  redeeming  shareholder.  The redeeming  shareholder  (not the
Fund) bears the brokerage cost of selling the securities.


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, 1998,  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:

- ---------------------------------------- -------------- ---------------
Transamerica Premier Fund     1998           1997            1996
- ---------------------------------------- -------------- ---------------
   
Aggressive Growth Fund         $243,678        $21,170             - -
Equity Fund                    $558,494       $127,954         $50,745
Index Fund                      $13,083         $7,134          $9,599
Small Company Fund             $395,283        $48,326             - -
Value Fund                      $40,900            - -             - -
Balanced Fund                   $61,810        $20,909         $13,424
Bond Fund                       $60,808        $23,822          $2,828
High Yield Bond Fund            $44,445            - -             - -
Total                        $1,418,501       $251,312         $78,592
    
- ---------------------------------------- -------------- ---------------

   
On  December  31,  1998,  the Premier  Equity Fund held stock in Charles  Schwab
Corporation  with a value of  $21,070,312  and stock in Merrill  Lynch & Company
Incorporated  with a value of  $7,342,500.  The Premier Index Fund held stock in
Charles Schwab  Corporation  with a value of $79,112,  stock in Chase  Manhattan
Corporation  with a  value  of  $193,910,  stock  in  Merrill  Lynch  &  Company
Incorporated with a value of $75,961,  stock in Lehman Brothers  Holdings,  Inc.
with a value of $15,202,  stock in Morgan  Stanley  Dean Witter & Company with a
value of $175,015, and stock in The Bear Sterns Companies,  Inc. with a value of
$14,763. The Premier Value Fund held stock in Merrill Lynch & Company, Inc. with
a value of  $367,125.  The Premier  Balanced  Fund held stock in Charles  Schwab
Corporation  with a value of  $1,727,766,  and stock in Merrill Lynch & Company,
Inc. with a value of $1,001,250.  In 1998,  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
Transamerica  Corporation,  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 $1200 in 1998,
$300 in 1997 and $0 in 1996,  totaling $1500 over the three years. For 1998, the
business done through Charles Schwab & Company  represents  0.0001% of the total
commissions  paid by the Funds to all  brokers,  and  0.0001%  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)  equityEquity  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-counterOver-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) debtDebt 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)  optionsOptions  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-counterOver-the-counter  options  are valued
based upon prices  provided by market  makers in such  securities  or dealers in
such currencies.  (f)  forwardForward  foreign currency  exchange  contracts are
valued based upon quotations  supplied by dealers in such contracts.  (g) allAll
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. (h) debtDebt  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 $1.00 per share. 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

The performance  information which may be published for the Funds is historical.
It is not  intended to represent or guarantee  future  results.  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.

The  Transamerica  Premier  Equity,  Transamerica  Premier  Index,  Transamerica
Premier  Balanced,  Transamerica  Premier Bond,  and  Transamerica  Premier Cash
Reserve  Funds have the same  investment  adviser and the  investment  goals and
policies,  and  their  strategies  are  substantially  similar  in all  material
respects as the separate accounts which preceded such Funds and were operated in
the same manner as such Funds. The Transamerica High Yield Bond separate account
transferred  (converted) all its assets to the  Transamerica  Premier High Yield
Bond Fund in exchange  for shares in the Fund.  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 (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 or regulated as investment  companies  under the securities  laws,
their  performance  may have been  adversely  affected  at times.  The  separate
account performance figures are not the Funds' own performance and should not be
considered  a  substitute  for the  Funds'  own  performance.  Separate  account
performance  should  not  be  considered   indicative  of  any  past  or  future
performance of the Funds.

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

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

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)
    

Average Annual Total Returns (as of 12/31/98)
<TABLE>
<CAPTION>

                                                       1            5      10          Since        Incep-
   
 __________________________________________year         years    years              Inception    tion Date
                                           ---------------------------------------------------------------
<S>                                         <C>                                       <C>         <C>  <C>
Transamerica Premier Aggressive Growth Fund 84.07%         -         -                71.05%      6/30/97
Transamerica Premier Small Company Fund              80.27%         -         -               71.53%      6/30/97
Transamerica Premier Equity Fund                     33.85%         -         -               32.59%      10/2/95
Transamerica Premier Index Fund                      28.45%         -         -            27.71%      10/2/95
Transamerica Premier Value Fund*                       -               -               -
    
6.19%      3/31/98
Transamerica Premier Balanced Fund          29.30%         -             -            24.97%      10/2/95
Transamerica Premier High Yield Bond Fund*      -          -         -                13.21%      6/30/98
Transamerica Premier Bond Fund                         9.58%        -         -                 7.83%      10/2/95
Transamerica Premier Cash Reserve Fund                 5.45%        -         -         5.44%      10/2/95
</TABLE>

* Total returns are year-to-date, not annualized, from its inception date.

   
Cumulative Total Returns
From time to time,  the  Portfolio  may  disclose  cumulative  total  returns in
conjunction  with the standard  format  described  above.  The cumulative  total
returns will be calculated using the following formula:

CTR   =   (ERV/P) - 1

         Where:
         CTR   =           The cumulative total return net of Portfolio 
recurring chargesfor the period.

         ERV      =        The ending redeemable value of the hypothetical 
investment at the end of the
                           period.

         P     =           A hypothetical single payment of $1,000.
    


Money Market Fund Yields
From time to time,  the  Transamerica  Premier Cash Reserve Fund  advertises its
yield and effective yield.  Both yield figures are based on historical  earnings
and are not  intended  to  indicate  future  performance.  The yield of the Fund
refers to the income  generated  by an  investment  in the Fund over a seven-day
period (which period will be stated in the  advertisement).  This income is then
annualized.  That is, the amount of income  generated by the  investment  during
that week is  assumed  to be  generated  each week over a 52-week  period and is
shown as a percentage  of the  investment.  The  effective  yield is  calculated
similarly but, when  annualized,  the income earned by an investment in the Fund
is assumed to be reinvested.  The effective  yield will be slightly  higher than
the yield because of the compounding effect of this assumed reinvestment.

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

   
Yields for  Transamerica  Premier Cash Reserve Fund Investor Class 7-day Current
Yield as of 12/31/98 = 5.00% 7-day Effective Yield as of 12/31/98 = 5.13%
    

30-Day Yield for Non-Money Market Funds
Although  30-day yields are not used in  advertising,  they are  available  upon
request.  Quotations  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

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.





Taxes

For each taxable  year,  each Fund intends to qualify as a regulated  investment
company  (RIC) under  Subchapter  M of the  Internal  Revenue  Code of 1986,  as
amended (Code).  This exempts the Funds from federal income and excise taxes, if
the Funds  distribute  to their  shareholders  at least 90% of their  investment
company  taxable  income,  consisting  generally of net investment  income,  net
short-term   capital  gains,   and  net  gains  from  certain  foreign  currency
transactions.  Shareholders  are  subject  to tax on  these  distributions.  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,  Vice  President  and  Associate  General  Counsel  of
Transamerica Occidental Life Insurance Company.

Independent Auditors
   
Ernst & Young LLP, 725 S. Figueroa Street, Los Angeles, California 90017, serves
as independent  auditors for the Funds, and in that capacity examines the annual
financial statements of the Company.
    

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  SAI.  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.

Bond Ratings  Securities  ratings are based  largely on the issuer's  historical
financial condition and the rating agencies'  investment analysis at the time of
rating.  Consequently,  the rating  assigned to any  particular  security is not
necessarily a reflection of the issuer's current financial condition,  which may
be better or worse than the rating would indicate.

Although securities ratings are considered when making investment decisions, the
Investment  Adviser  performs  its own  investment  analysis  and  does not rely
principally on the ratings  assigned by the rating  services.  This analysis may
include  consideration  of the  issuer's  experience  and  managerial  strength,
changing financial condition, borrowing requirements or debt maturity schedules,
and its  responsiveness  to changes in business  conditions and interest  rates.
Relative values based on anticipated cash flow,  interest or dividend  coverage,
asset coverage and earnings prospects are also considered.

Because  of the  greater  number of  considerations  involved  in  investing  in
lower-rated  securities,  the achievement of the Transamerica Premier High Yield
Bond  Fund's  objectives  depends  more  on  the  analytical  abilities  of  the
investment team than is the case with the Transamerica Premier Balanced Fund and
the Transamerica Premier Bond Fund, which both invest primarily in securities in
the higher rating categories.

For more detailed information on bond ratings,  including gradations within each
category of quality, see Appendix A.


Financial Statements

The  audited  Annual  Report for the fiscal  year ended  December  31, 1998 is a
separate report supplied with this SAI and is incorporated herein by reference.



<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 and is  indicative  of a very strong  capacity to pay interest
and repay principal.

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 23.  Exhibits


(a)       Form of Articles Supplementary of Transamerica Investors, 
Inc. 1/5/6/12/13

(b)       Amended Bylaws of Transamerica Investors, Inc. 2/5/

(c)       Instruments defining Rights of Security Holders:  N/A

(d)       Form of Investment Advisory and Administrative Services Agreement 
between Transamerica Investors, Inc.
         and Transamerica Investment Services, Inc. 2/5/13

(e)       Form of Distribution Agreement between Transamerica Investors Inc., 
and Transamerica Securities Sales
         Corporation ("TSSC") 2/13

(f)       Bonus and Profit Sharing:  N/A

(g)       Form of Custodian Agreement between Transamerica Investors, Inc. and 
State Street Bank and Trust
         Company. 2/

         Form of Sub-Custodian Agreement between State Street Bank and Trust 
Company and State Street London
         Limited. 2/

         Form of Disclosure Statement and Custodial Account Agreement for 
Transamerica Investors IRA. 2/

(h)       Other Material Agreements:

         Form of Selling Agreement between TSSC and Transamerica Financial 
Resources, Inc.2/

         Form of Operating Agreement between Transamerica Investors, Inc. 
and Charles Schwab & Co.2/

         Transfer Agency Agreement between Transamerica Investors, Inc. and 
Boston Financial Data Services.2/

         Subscription Agreement. 2/

(i)       Opinion and Consent of Counsel. 6/

   
(j)       Auditors Consent. 15
    

(k) No financial statements are omitted from Item 22.

(l)       Initial Capital Agreements:  N/A

(m)      (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

                  (ii)     Premier Aggressive Growth Fund 5/
                  Premier Small Company Fund 5/
         (iii)    Premier High Yield Bond Fund (11)
         (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

(n)      Financial Data Schedule. 6/12

(o)       Form of Multi-Class Plan Pursuant to Rule 18f-3.  2/13

(p)      Powers of Attorney.  2/5



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/      Filed 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 with Post-Effective Amendment No. 10 to this registration 
statement on April 29,
         1998.

14/      Filed with Post-Effective Amendment No. 11 to this registration
statement on June 24, 1998.

   
15/      Filed herewith.
    

Item 24. 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

   
ARC Reinsurance Corporation
  Transamerica Management, Inc. -- DE
BWAC Seventeen, Inc.
  Transamerica  Commercial Finance Canada, Limited -- ON Transamerica Commercial
  Finance Corporation, Canada -- Can.
BWAC Twelve, Inc.
  TIFCO Lending Corporation -- IL
  Transamerica Insurance Finance Corporation -- MD
BWAC Twenty-One, Inc.
  Transamerica Commercial Holdings Limited -- U.K.
First Florida Appraisal Services, Inc.
  First Georgia Appraisal Services, Inc. -- GA
Greybox L.L.C.
  Transamerica Trailer Leasing S.N.C. -- Fra.
Intermodal Equipment, Inc.
  Transamerica Leasing N.V. -- Belg.
  Transamerica Leasing SRL -- Itl.
Inventory Funding Trust
  Inventory Funding Company, LLC -- DE
Metropolitan Mortgage Company
  Easy Yes Mortgage, Inc. -- FL
  Easy Yes Mortgage, Inc. -- GA
  First Florida Appraisal Services, Inc. -- FL
  Freedom Tax Services, Inc. -- FL
  J.J. & W. Advertising, Inc. -- FL
  J.J. & W. Realty Services, Inc. -- FL
  Liberty Mortgage Company of Ft. Myers, Inc. -- FL
  Metropolis Mortgage Company -- FL
  Perfect Mortgage Company -- FL
Pyramid Insurance Company, Ltd.
  Pacific Cable Ltd. -- Bmda.
TA Leasing Holding Co., Inc.
  Trans Ocean Ltd. -- DE
  Transamerica Leasing Inc. -- DE
Trans Ocean Container Corp.
  SpaceWise Inc. -- DE
  Trans Ocean Container Finance Corp. -- DE
  Trans Ocean Leasing Deutschland GmbH -- Ger.
  Trans Ocean Leasing PTY Limited -- Aust.
  Trans Ocean Management S.A. -- SWTZ
  Trans Ocean Regional Corporate Holdings -- CA
  Trans Ocean Tank Services Corporation -- DE
Trans Ocean Ltd.
  Trans Ocean Container Corp. -- DE
Transamerica Accounts Holding Corporation
  ARS Funding Corporation -- DE
Transamerica Acquisition Corporation
  Camtrex Group, Inc. --
Transamerica Business Credit Corporation
  Bay Capital Corporation -- DE
  Coast Funding Corporation -- DE
  Direct Capital Equity Investment, Inc. -- DE
  Gulf Capital Corporation -- DE
  TA Air East, Corp. --
  TA Air III, Corp. -- DE
  TA Air IV, Corp. -- DE
  TA Air IX, Corp. -- DE
  TA Air I, Corp. -- DE
  TA Air VIII, Corp. --
  TA Air VII, Corp. --
  TA Air VI, Corp. --
  TA Air V, Corp. --
  TA Air X Corp. -- DE
  TA Marine I Corp. -- DE
  TA Marine II Corp. -- DE
  TBC III, Inc. -- DE
  TBC II, Inc. -- DE
  TBC IV, Inc. -- DE
  TBC I, Inc. -- DE
  TBC Tax III, Inc. -- DE
  TBC Tax II, Inc. -- DE
  TBC Tax IV, Inc. -- DE
  TBC TAX IX, Inc. -- DE
  TBC Tax I, Inc. -- DE
  TBC Tax VIII, Inc. -- DE
  TBC Tax VII, Inc. -- DE
  TBC Tax VI, Inc. -- DE
  TBC Tax V, Inc. -- DE
  TBC V, Inc. -- DE
  TBCC Funding Trust I --
  TBCC Funding Trust II --
  The Plain Company -- DE
  Transamerica Mezzanine Financing, Inc. --
  Transamerica Small Business Services, Inc. --
Transamerica Business Credit Corporation - DE
  TA Air II, Corp. -- DE
Transamerica Commercial Finance Canada, Limited
  Transamerica Acquisition Corporation -- Can.
Transamerica Commercial Finance Corporation
  Inventory Funding Trust -- DE
  TCF Asset Management Corporation -- CO
  Transamerica Distribution Finance Corporation de Mexico --
  Transamerica Joint Ventures, Inc. -- DE
Transamerica Commercial Finance Corporation, I
  BWAC Credit Corporation -- DE
  BWAC International Corporation -- DE
  BWAC Twelve, Inc. -- DE
  Transamerica Business Credit Corporation -- DE
  Transamerica Distribution Finance Corporation -- DE
  Transamerica Equipment Financial Services Corporation --
Transamerica Commercial Finance Limited
  WFC Polska Sp. Zo.o --
Transamerica Commercial Holdings Limited
  Transamerica Commercial Finance Limited -- U.K.
  Transamerica Trailer Leasing Limited -- NY
  Transamerica Trailer Leasing Limited -- U.K.
Transamerica Consumer Finance Holding Company
  Metropolitan Mortgage Company -- FL
  Pacific Agency, Inc. -- IN
  Transamerica Consumer Mortgage Receivables Corporation -- DE
  Transamerica Mortgage Company -- DE
Transamerica Corporation
  ARC Reinsurance Corporation -- HI
  Inter-America Corporation -- CA
  Pyramid Insurance Company, Ltd. -- HI
  RTI Holdings, Inc. -- DE
  Transamerica Airlines, Inc. -- DE
  Transamerica Business Technologies Corporation -- DE
  Transamerica CBO I, Inc. -- DE
  Transamerica Corporation (Oregon) -- OR
  Transamerica Delaware, L.P. -- DE
  Transamerica Finance Corporation -- DE
  Transamerica Financial Products, Inc. -- CA
  Transamerica Foundation -- CA
  Transamerica Insurance Corporation of California -- CA
  Transamerica Intellitech, Inc. -- DE
  Transamerica International Holdings, Inc. -- DE
  Transamerica Investment Services, Inc. -- DE
  Transamerica LP Holdings Corp. -- DE
  Transamerica Pacific Insurance Company, Ltd. -- HI
  Transamerica Real Estate Tax Service (A Division of Transamerica Corporation)
 -- N/A
  Transamerica Realty Services, Inc. -- DE
  Transamerica Senior Properties, Inc. -- DE
  TREIC Enterprises, Inc. -- DE
Transamerica  Distribution  Finance  Corporation  Transamerica  Accounts Holding
  Corporation  --  DE  Transamerica   Commercial   Finance   Corporation  --  DE
  Transamerica Inventory Finance Corporation -- DE Transamerica Retail Financial
  Services  Corporation -- DE Transamerica Vendor Financial Services Corporation
  -- DE
Transamerica Distribution Finance Corporation de Mexico
  TDF de Mexico --
Transamerica Distribution Finance Corporation de Mexico and TDF de Mexico
  Transamerica Corporate Services de Mexico --
Transamerica Finance Corporation
  TA Leasing Holding Co., Inc. -- DE
  Transamerica Commercial Finance Corporation, I -- DE
  Transamerica Home Loan -- CA
  Transamerica HomeFirst, Inc. -- CA
  Transamerica Lending Company -- DE
Transamerica Financial Resources, Inc.
  Financial Resources Insurance Agency of Texas -- TX
  TBK Insurance Agency of Ohio, Inc. -- OH
  Transamerica Financial Resources Insurance Agency of Alabama Inc. -- AL
  Transamerica Financial Resources Insurance Agency of Massachusetts Inc. -- MA
Transamerica GmbH Inc.
  Transamerica Financieringsmaatschappij B.V. -- Neth.
  Transamerica GmbH - Germany -- Ger.
Transamerica Insurance Corporation of California
  Arbor Life Insurance Company -- AZ
  Bulkrich Trading --
  Gemini Investments, Inc. --
  Plaza Insurance Sales, Inc. -- CA
  Transamerica Advisors, Inc. -- CA
  Transamerica Annuity Service Corporation -- NM
  Transamerica Financial Resources, Inc. -- DE
  Transamerica International Insurance Services, Inc. -- DE
  Transamerica Occidental Life Insurance Company -- CA
  Transamerica Products, Inc. -- CA
  Transamerica Securities Sales Corporation -- MD
  Transamerica Service Company -- DE
Transamerica Insurance Finance Corporation
  Transamerica Insurance Finance Company (Europe) -- MD
Transamerica Insurance Finance Corporation
  Transamerica Insurance Finance Corporation, California -- CA
Transamerica Insurance Finance Corporation - MD
  Transamerica Insurance Finance Corporation, Canada -- ON
Transamerica Intellitech, Inc.
  Information Service Corp. --
Transamerica International Insurance Services, Inc.
  Home Loans and Finance Ltd. -- U.K.
Transamerica Inventory Finance Corporation
  BWAC Seventeen, Inc. -- DE
  BWAC Twenty-One, Inc. -- DE
  Transamerica Commercial Finance France S.A. -- Fra.
  Transamerica GmbH Inc. -- DE
Transamerica Investment Services, Inc.
  Transamerica Income Shares, Inc. (managed by TA Investment Services) -- MD
Transamerica Leasing Holdings Inc.
  Greybox Logistics Services Inc. -- DE
  Greybox L.L.C. -- DE
  Greybox Services Limited -- U.K.
  Intermodal Equipment, Inc. -- DE
  Transamerica Distribution Services Inc. -- DE
  Transamerica Leasing Coordination Center -- Belg.
  Transamerica Leasing do Brasil Ltda. -- Braz.
  Transamerica Leasing GmbH -- Ger.
  Transamerica Leasing Limited -- U.K.
  Transamerica Leasing Pty. Ltd. -- Aust.
  Transamerica Leasing (Canada) Inc. -- Can.
  Transamerica Leasing (HK) Ltd. -- H.K.
  Transamerica Leasing (Proprietary) Limited -- S.Afr.
  Transamerica Tank Container Leasing Pty. Limited -- Aust.
  Transamerica Trailer Holdings I Inc. -- DE
  Transamerica Trailer Holdings II Inc. -- DE
  Transamerica Trailer Holdings III Inc. -- DE
  Transamerica Trailer Leasing AB -- Swed.
  Transamerica Trailer Leasing AG -- SWTZ
  Transamerica Trailer Leasing A/S -- Denmk.
  Transamerica Trailer Leasing GmbH -- Ger.
  Transamerica Trailer Leasing (Belgium) N.V. -- Belg.
  Transamerica Trailer Leasing (Netherlands) B.V. -- Neth.
  Transamerica Trailer Spain S.A. -- Spn.
  Transamerica Transport Inc. -- NJ
Transamerica Leasing Inc.
  Better Asset Management Company LLC -- DE
  Transamerica Leasing Holdings Inc. -- DE
Transamerica Leasing Limited
  ICS Terminals (UK) Limited -- U.K.
Transamerica Life Insurance and Annuity Company
  Transamerica Assurance Company -- MO
Transamerica Management, Inc.
  Criterion Investment Management Company -- TX
Transamerica Occidental Life Insurance Company
  NEF Investment Company -- CA
  Transamerica China Investments Holdings Limited -- H.K.
  Transamerica International RE (Bermuda) Ltd. -- Bmda.
  Transamerica Life Insurance and Annuity Company -- NC
  Transamerica Life Insurance Company of Canada -- Can.
  Transamerica Life Insurance Company of New York -- NY
  Transamerica South Park Resources, Inc. -- DE
  Transamerica Variable Insurance Fund, Inc. -- MD
  USA Administration Services, Inc. -- KS
Transamerica Products, Inc.
  Transamerica Products II, Inc. -- CA
  Transamerica Products IV, Inc. -- CA
  Transamerica Products I, Inc. -- CA
Transamerica Real Estate Tax Service
  Transamerica  Flood  Hazard  Certification  (A  Division of TA Real Estate Tax
Service) -- N/A Transamerica Realty Services, Inc.
  Bankers Mortgage Company of California -- CA
  Pyramid Investment Corporation -- DE
  The Gilwell Company -- CA
  Transamerica Affordable Housing, Inc. -- CA
  Transamerica Minerals Company -- CA
  Transamerica Oakmont Corporation -- CA
  Ventana Inn, Inc. -- CA
Transamerica Retail Financial Services Corporation
  Transamerica Consumer Finance Holding Company -- DE
  Whirlpool Financial National Bank -- DE
Transamerica Senior Properties, Inc.
  Transamerica Senior Living, Inc. -- DE
Transamerica Small Business Services, Inc.
  Emergent Business Capital Holdings, Inc. --
    




Item 25.  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  2/1/98 to 2/1/99.  The primary  policy under the program is with ICI
Mutual Insurance Company.
    


Item 26.  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 July 1998 with the  Securities  and  Exchange  Commission
(registration number 801-7740) and is incorporated herein by reference.


Item 27.  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.


NAME AND PRINCIPAL     POSITIONS AND OFFICE         POSITIONS
BUSINESS ADDRESS*      WITH TSSC                           WITH REGISTRANT

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
Christopher W. Shaw      Second Vice President         Assistant Vice President

*         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
Nooruddin S. Veerjee                Chairman and Director     Director and 
                                                         Chief Executive Officer
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
Dan Trivers                         Vice President,                    None
   
                           Director of Administration
    
                                    and Chief Compliance  Officer
   
Ronald F. Wagley                   Director                             None
Kerry Rider                         Vice President,  None
                                    Director of Compliance
                                    and Assistant Secretary
    


*         The principal  business  address for each officer and director is 1150
          South Olive, Los Angeles, CA 90015.


Item 28. 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 29. Management Services

         All management contracts are discussed in Parts A or B.


<PAGE>



Items 30. 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(b) for effectiveness of 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 12th day of April , 1999
    
                          TRANSAMERICA INVESTORS, INC.

                         By: /s/Nicki Bair
                           Nicki Bair
                                    President

   
     As required by the Securities Act of 1933,  this  Post-Effective  Amendment
No. 14 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 12, 1999
Nooruddin Veerjee           Executive Officer

______________________*     President                         April 12, 1999
Nicki Bair
______________________*      Treasurer and                    April 12, 1999
Susan Hughes                 Chief Accounting Officer

______________________*     Director                         April 12, 1999
Sidney E. Harris
______________________*     Director                          April 12, 1999
Charles C. Reed
_____________________ *     Director                          April 12, 1999
Gary U. Rolle
______________________ *    Director                          April 12, 1999
Carl R. Terzian

By:/s/  Nicki Bair        On April 12, 1999 as Attorney-in-Fact pursuant to
    
         Nicki Bair                 powers of attorney filed herewith.


<PAGE>


   
Ernst & Young LLP 725 S. Figueroa Street, Los Angeles, California 90017
 213-977-3200



         CONSENT OF ERNST & YOUNG, LLP, INDEPENDENT AUDITORS


We  consent  to  the  reference  to  our  firm  under  the  captions  "Financial
Highlights" and "Other Information" in Post-Effective Amendment No. 14 under the
Securities Act of 1933 and Amendment No. 16 under the Investment  Company Act of
1940  to the  Registration  Statement  (Form  N-1A  No,  33-90888)  and  related
Prospectus and Statement of Additional  Information of  Transamerica  Investors,
Inc. and to the  incorporation by reference therein of our report dated February
10, 1999,  with respect to the financial  statements  and  financial  highlights
included in its Annual  Report for the year ended  December  31, 1998 filed with
the Securities and Exchange Commission.


/s/ Ernst & Young LLP

Los Angeles, California
April 5, 1999
    



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