TRANSAMERICA INVESTORS INC, DEFS14A, 1999-05-20

TRANSAMERICA INVESTORS INC
DEFS14A, 1999-05-20

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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

FILED BY THE REGISTRANT [ ] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]

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

Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

TRANSAMERICA INVESTORS, INC.
(Name of Registrant as Specified In Its Charter)

NAME OF COMPANY
(Name of Person(s) Filing Proxy Statement)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

- --------------------------------------------------------------------------------
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May 19, 1999

Dear Shareholder:

We recently sent you a letter regarding the merger agreement between
Transamerica Corporation, the parent company of the Funds' investment adviser,
Transamerica Investment Services, Inc., and AEGON N.V., one of the world's
leading international insurance groups. We expect the transaction to be
completed in the next few months. However, you can rest assured that it will not
cause any disruptions in the current products and services you receive from the
Transamerica Premier Funds.

In connection with the merger, there will be a Special Meeting of the
shareholders of the Transamerica Premier Funds. At this meeting, you are being
asked to vote on an important proposal affecting your Fund(s). The enclosed
proxy materials provide information about the meeting and seek your approval of
a new investment advisory agreement between your Fund(s) and Transamerica
Investment Services, Inc. As you will note in the enclosed materials, the new
investment advisory agreement is identical to the existing investment advisory
agreement in all material respects. In the course of representing and protecting
your interests, the Board of Directors has evaluated and unanimously approved
the proposal and recommends that you vote "FOR" the new agreement.

Your vote is important and we encourage you to vote promptly. You may cast
your vote by marking the enclosed proxy card, signing it and returning it in the
enclosed postage paid envelope. If you have any questions regarding the proposal
to be voted on or need assistance in completing your proxy card, please contact
us at 1-800-892-7587. In addition, if we have not received your vote prior to
the meeting date, you may be contacted by our proxy solicitation firm. We hope
that this contact will not be an inconvenience to you.

I appreciate you taking the time to consider this important proposal. Thank
you for investing with Transamerica Premier Funds and for your continuing
support.

Sincerely,

/s/ Nicki Bair

Nicki Bair
President

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TRANSAMERICA INVESTORS, INC.

1150 SOUTH OLIVE STREET

LOS ANGELES, CA 90015

(800) 892-7587

NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS

To the Shareholders:

Notice is hereby given that a Special Meeting of Shareholders (the "Special
Meeting") of Transamerica Investors, Inc., a Maryland corporation (the
"Corporation"), will be held on June 16, 1999, at 10:00 a.m. (Pacific Time), at
the executive offices of the Corporation, 1150 South Olive Street, Los Angeles,
CA 90015. At the Special Meeting, you and the other shareholders of the
Corporation will be asked to consider and vote on the following matters:

1. To approve a new investment advisory agreement between each of the
Transamerica Premier Aggressive Growth Fund, the Transamerica Premier
Small Company Fund, the Transamerica Premier Equity Fund, the
Transamerica Premier Value Fund, the Transamerica Premier Index Fund,
the Transamerica Premier Balanced Fund, the Transamerica Premier High
Yield Bond Fund, the Transamerica Premier Bond Fund and the
Transamerica Premier Cash Reserve Fund, each a portfolio series of the
Corporation, and Transamerica Investment Services, Inc., as discussed
in Part I of the attached Proxy Statement. (Each investment advisory
agreement will be voted on only by shareholders of the relevant Fund.)

2. To transact such other business as may properly come before the Special
Meeting or any adjournment(s) thereof.

Shareholders of record at the close of business on May 10, 1999 are
entitled to notice of, and to vote at, the Special Meeting or any adjournment
thereof. Regardless of whether you plan to attend the Special Meeting, PLEASE
COMPLETE, SIGN AND RETURN PROMPTLY THE ENCLOSED PROXY CARD so that a quorum will
be present and the maximum number of shares may be voted.

By Order of the Board of Directors

/s/ Reid A. Evers

Reid A. Evers

Secretary

Los Angeles, California

May 19, 1999

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TRANSAMERICA INVESTORS, INC.
1150 SOUTH OLIVE STREET
LOS ANGELES, CA 90015

(800) 892-7587

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board") of Transamerica Investors, Inc.
(the "Corporation") for use at the Special Meeting of Shareholders of the
Corporation, to be held at the executive offices of the Corporation, 1150 South
Olive Street, Los Angeles, California 90015, on June 16, 1999 at 10:00 a.m.
(Pacific Time), and at any and all adjournments thereof (the "Special Meeting").

The Corporation currently consists of the following series of shares that
have commenced operations: Transamerica Premier Aggressive Growth Fund,
Transamerica Premier Small Company Fund, Transamerica Premier Equity Fund,
Transamerica Premier Value Fund, Transamerica Premier Index Fund, Transamerica
Premier Balanced Fund, Transamerica Premier High Yield Bond Fund, Transamerica
Premier Bond Fund and Transamerica Premier Cash Reserve Fund (each a "Fund" and,
collectively, the "Funds").

This Proxy Statement, the Notice of Special Meeting and the proxy cards are
first being mailed to shareholders on or about May 19, 1999 or as soon as
practicable thereafter. Any shareholder giving a proxy has the power to revoke
it by mail (addressed to the Secretary at the principal executive office of the
Corporation, c/o Transamerica Investment Services, Inc., at the address shown at
the beginning of this Proxy Statement) or in person at the Special Meeting, by
executing a superseding proxy or by submitting a notice of revocation to the
Corporation. All properly executed proxies received in time for the Special
Meeting will be voted as specified in the proxy or, if no specification is made,
in favor of the Proposal referred to in the Proxy Statement.

Shareholders of each Fund will vote separately by Fund on Proposal 1
(approval of a new investment advisory agreement).

The presence at the Special Meeting, in person or by proxy, of the holders
of a majority of the votes of the relevant Fund entitled to be cast shall be
necessary and sufficient to constitute a quorum for the transaction of business.
For purposes of determining the presence of a quorum, abstentions will be
counted as present. With respect to each Fund, Proposal 1 requires the approval
of a "majority of the outstanding voting securities" of such Fund, as defined in
the Investment Company Act of 1940, as amended (the "1940 Act"). Abstentions and
broker "nonvotes" will have the effect of a vote against Proposal 1. Broker
"nonvotes" occur when the Corporation receives a proxy from a broker or nominee
who does not have discretionary power to vote on a particular matter and the
broker or nominee has not received instructions from the beneficial owner or
other person entitled to vote the shares represented by the proxy. See "Proposal
1 -- Required Vote."

The solicitation will be made primarily by mail, but may be supplemented by
telephone calls, telegrams, personal interviews and other communications by
officers, employees and agents of Transamerica Corporation ("Transamerica") and
its affiliates. Authorization to execute proxies may be obtained telephonically
or by electronically transmitted instructions. The Corporation has retained
Georgeson & Company, Inc., 88 Pine Street, New York, NY 10005, to aid in the
solicitation of proxies. The costs of retaining Georgeson & Company, Inc., which
are anticipated to be approximately $10,000, and other expenses incurred in
connection with the solicitation of proxies and the holding of the Special
Meeting, will be borne by Transamerica or its affiliates and not by the
Corporation.

Holders of record of the shares of the Corporation at the close of business
on May 10, 1999 (the "Record Date"), as to any matter on which they are entitled
to vote, will be entitled to one vote per share on all business of the Special
Meeting. The table provided in Appendix 1 sets forth the number of shares
outstanding for each Fund as of the Record Date.

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Appendix 2 sets forth the beneficial owners of 5% or more of a Fund's
shares. To the best of the Corporation's knowledge, as of May 10, 1999, no
person owned beneficially 5% or more of any Fund's outstanding shares, except as
stated in Appendix 2.

Appendix 3 sets forth the number of shares of each Fund owned beneficially
by the directors or executive officers of the Corporation. To the best of the
Corporation's knowledge, as of May 10, 1999, no director or executive officer of
the Corporation set forth in Appendix 3 owned beneficially any shares of the
Corporation, except as stated in Appendix 3.

Each Fund provides periodic reports to all of its shareholders which
highlight relevant information, including investment results and a review of
portfolio changes. You can receive an additional copy of the most recent annual
report for each Fund and a copy of any more recent semi-annual report, without
charge, by calling 800-892-7587 or writing the Corporation at the address shown
at the beginning of this Proxy Statement.

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I. APPROVAL OF NEW

INVESTMENT ADVISORY AGREEMENT

(PROPOSAL 1)

INTRODUCTION

Transamerica Investment Services, Inc. ("TIS") acts as the investment
adviser to each Fund pursuant to an investment advisory agreement entered into
by the Corporation and TIS. The investment advisory agreement in effect with
respect to each Fund and TIS prior to the consummation of the transaction
described below between AEGON N.V. ("AEGON"), Tony Merger Corp. ("Merger Sub")
and Transamerica (the "AEGON-Transamerica Transaction" or the "Transaction") is
referred to in this Proxy Statement as a "Former Investment Advisory Agreement,"
and, collectively, the "Former Investment Advisory Agreements." The Former
Investment Advisory Agreements in effect with respect to each of the Funds are
evidenced by two distinct agreements between the Corporation and TIS. One such
agreement relates to five of the Funds, and the other relates to the remaining
four Funds. The investment advisory agreement proposed to become effective with
respect to each of the nine Funds and TIS as of the consummation of the AEGON-
Transamerica Transaction will also be evidenced by two distinct agreements
between the Corporation and TIS (each a "New Investment Advisory Agreement",
collectively, the "New Investment Advisory Agreements," and, together with the
Former Investment Advisory Agreements, the "Investment Advisory Agreements").
Copies of the two forms of New Investment Advisory Agreement are attached hereto
as Exhibits A and B.

THE AEGON-TRANSAMERICA TRANSACTION

TIS is a direct wholly-owned subsidiary of Transamerica. On February 17,
1999, AEGON, Merger Sub, a wholly-owned subsidiary of AEGON, and Transamerica
entered into an Agreement and Plan of Merger and Reorganization (the "Merger
Agreement"). Pursuant to the Merger Agreement, Transamerica will merge with and
into Merger Sub. Merger Sub will be the surviving corporation in the
Transaction, and the separate corporate existence of Transamerica will cease.
The Certificate of Incorporation of Merger Sub will be amended to change the
name of Merger Sub from Tony Merger Corp. to Transamerica Corporation. The
result of the Transaction will be that Transamerica will become a wholly-owned
subsidiary of AEGON.

Consummation of the Transaction may be deemed to constitute an
"assignment," as that term is defined in the 1940 Act, of each Fund's Former
Investment Advisory Agreement with TIS. As required by the 1940 Act, each of the
Former Investment Advisory Agreements provides for its automatic termination in
the event of its assignment. Accordingly, a New Investment Advisory Agreement
with respect to each Fund and TIS was approved by the Board and is now being
proposed for approval by the shareholders of each Fund. TIS is seeking an
exemptive order from the Securities and Exchange Commission (the "SEC" or the
"Commission") permitting each Fund to obtain shareholder approval of its New
Investment Advisory Agreement within 150 days after the consummation of the
Transaction, which is expected to occur in mid-June (and, consequently, within
150 days after the termination of its Former Investment Advisory Agreement).
Pursuant to the exemptive order, should TIS choose to rely on it, each Fund's
investment advisory fees would be held in escrow until the earlier of (i)
shareholder approval of the Fund's New Investment Advisory Agreement and (ii)
the expiration of the 150-day period. THE NEW INVESTMENT ADVISORY AGREEMENT FOR
EACH FUND IS SUBSTANTIALLY IDENTICAL TO THE CORRESPONDING FORMER INVESTMENT
ADVISORY AGREEMENT, EXCEPT FOR THE DATE OF EXECUTION AND THE TERMINATION DATE.
The material terms of the Investment Advisory Agreements are described under
"Description of the Investment Advisory Agreements" below.

In connection with the Transaction, certain executive officers of
Transamerica and its subsidiaries, including TIS and Transamerica Occidental
Life Insurance Company (the "Administrator"), will receive certain benefits.
Such benefits will include (i) the acceleration and cash-out of unvested stock
options, vested stock options and stock appreciation rights and (ii) payments
made under certain value added incentive plans. Such benefits may also include
severance payments that are contingent upon an executive officer's termination.
Mr. Nooruddin S. Veerjee, Chairman of the Board of Directors of the Corporation
and an

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executive officer of the Administrator, and Mr. Rolle, a director of the
Corporation and an executive officer of TIS and the Administrator, will receive
a portion of such benefits.

BOARD'S RECOMMENDATION

The Board met on May 7, 1999, and the Board members, including the Board
members who are not parties to the New Investment Advisory Agreements or
"interested persons" (as defined in the 1940 Act) (the "Non-Interested
Directors" or "Non-Interested Board members") of any such party, voted to
approve the New Investment Advisory Agreements and to recommend approval to the
shareholders of each applicable Fund.

BOARD'S EVALUATION

On May 7, 1999, the Board met with senior management personnel of TIS. As a
result of its review and consideration of the Transaction and the proposed New
Investment Advisory Agreements, the Board voted unanimously to approve the
applicable New Investment Advisory Agreement and to recommend it to the
shareholders of the respective Fund for their approval.

In connection with its review, TIS and AEGON represented to the Board that:
although integration of the businesses of Transamerica and AEGON may occur and
therefore some changes may result, it is the current intention that the
Transaction will have no material effect on the operational management of any
Fund and that it will not result in any material change in the management or
operations of TIS as they relate to the Funds; there will not be any increase in
the advisory fee or any change in any other provision, other than the date of
execution and the termination date, of any Investment Advisory Agreement as a
result of the Transaction; and the Transaction will not adversely affect TIS's
financial condition.

In connection with its deliberations, the Board obtained such information
as it deemed reasonably necessary to evaluate the New Investment Advisory
Agreements and other agreements, including certain assurances from each of
AEGON, Transamerica and TIS, including the following:

- The Transaction will not result in any change in any Fund's investment
objectives or policies.

- There is a commitment to the continuance, without interruption, of
services to the Funds of the type and quality currently provided by TIS.

- The current plan is to maintain TIS's facilities and organization.

Transamerica informed the Board that it intends to comply with Section
15(f) of the 1940 Act, which provides a non-exclusive safe harbor for an
investment adviser to an investment company or any of the investment adviser's
affiliated persons (as defined in the 1940 Act) to receive any amount or benefit
in connection with a change in control of the investment adviser so long as two
conditions are met. First, for a period of three years after the transaction, at
least 75% of the board members of the investment company must not be "interested
persons" of the investment company's investment adviser or its predecessor
adviser. On or prior to the consummation of the Transaction, the Board is
expected to be in compliance with this provision of Section 15(f). Second, an
"unfair burden" must not be imposed upon the investment company as a result of
such transaction or any express or implied terms, conditions or understandings
applicable thereto. The term "unfair burden" is defined in Section 15(f) to
include any arrangement during the two-year period after the transaction whereby
the investment adviser, or any interested person of any such adviser, receives
or is entitled to receive any compensation, directly or indirectly, from the
investment company or its shareholders (other than fees for bona fide investment
advisory or other services) or from any person in connection with the purchase
or sale of securities or other property to, from or on behalf of the investment
company (other than bona fide ordinary compensation as principal underwriter for
such investment company). Transamerica has advised the Board that it is not
aware of any express or implied term, condition, arrangement or understanding
that would impose an "unfair burden" on the Funds as a result of the
Transaction. Transamerica has agreed that it, and its affiliates, will take no
action that would have the effect of imposing an "unfair burden" on the Funds as
a result of the Transaction. In furtherance thereof, Transamerica has undertaken
to pay the costs of

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preparing and distributing proxy materials to, and of holding the meeting of,
the Funds' shareholders as well as other fees and expenses in connection with
the Transaction.

In evaluating the New Investment Advisory Agreements, the Board took into
account that the fees and expenses payable by each Fund under its New Investment
Advisory Agreement are the same as under its Former Investment Advisory
Agreement, that the services provided to each Fund are the same and that the
other terms are, except for the date of execution and the termination date,
identical. The Board noted that, in previously approving the Former Investment
Advisory Agreements, the Board had considered a number of factors, including the
nature and quality of services provided by TIS; investment performance, both
that of each Fund itself and relative to that of competitive investment
companies; the investment advisory fees and expense ratios of each Fund and
competitive investment companies; TIS's profitability from managing each Fund;
fallout benefits to TIS from its relationship to each Fund, including revenues
derived from services provided to the Fund by affiliates of TIS; and the
potential benefits to TIS and to each Fund and its shareholders of receiving
research services from broker-dealer firms in connection with the allocation of
portfolio transactions to such firms.

The Board discussed the Transaction with the senior management of TIS,
Transamerica and AEGON and among themselves. The Board considered that AEGON and
Transamerica are large, well-established companies with substantial resources.

AS A RESULT OF ITS REVIEW AND CONSIDERATION OF THE TRANSACTION
AND THE NEW INVESTMENT ADVISORY AGREEMENTS, AT ITS MEETING
THE BOARD VOTED TO APPROVE THE NEW INVESTMENT ADVISORY
AGREEMENTS AND TO RECOMMEND THEIR APPROVAL
TO THE SHAREHOLDERS OF EACH FUND.

DESCRIPTION OF THE INVESTMENT ADVISORY AGREEMENTS

Except as disclosed below, the Former Investment Advisory Agreements and
New Investment Advisory Agreements are substantially identical. Under the
Investment Advisory Agreements, TIS provides each Fund with continuing
investment advisory services. TIS also determines which securities should be
purchased, held, or sold, and what portion of each Fund's assets should be held
uninvested, subject to the Corporation's Articles of Incorporation, By-Laws,
investment policies and restrictions, the provisions of the 1940 Act, and such
policies and instructions as the Board may have determined.

The Investment Advisory Agreement for each Fund appoints TIS to serve as
investment adviser to the Fund, to provide the following investment advisory and
administrative services, subject to the policies and control of the Board: (a)
to supervise all aspects of the operations of the Corporation and the Fund,
including the supervision and coordination of transfer agency, custodial and
accounting services; (b) to provide such corporate, administrative and clerical
personnel (including officers of the Corporation) and services as are reasonably
deemed necessary or advisable by the Board, including the maintenance of certain
books and records; (c) to arrange for the periodic preparation, updating, filing
and distribution of the Corporation's federal registration statement, state
registration statements, proxy material, tax returns and required reports to
Fund shareholders and the Commission and other regulatory authorities; (d) to
provide to or obtain for the Corporation and the Fund adequate office space and
all necessary office equipment and services; (e) to perform other administrative
functions as the Board may deem necessary and appropriate, including: (i)
computation and publication of the Fund's daily net asset value and daily
income; (ii) computation of the Fund's yield and total return; (iii) scheduling,
planning and conducting meetings of directors and shareholders; (iv)
coordination of the efforts of the Corporation's auditors; (v) maintenance of
corporate records not otherwise maintained by the custodian, transfer agent or
accounting agent; (vi) monitoring of applicable state and federal laws; (vii)
preparation and filing of the Corporation's federal, state and local tax
returns; and (viii) coordination of the efforts of attorneys providing legal
advice relating to the Corporation; (f) to maintain the Corporation's existence
and, during such time as shares of the Fund are publicly offered, to maintain
the registration and qualification of such shares under federal and state law;
(g) to obtain and evaluate pertinent information about significant developments,
including economic, statistical and financial data, domestic,

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foreign or otherwise, whether affecting the economy generally or the Fund in
particular, whether concerning the individual issues of the securities included
in the Fund or the activities in which the issuers engage, or whether concerning
the securities that TIS considers desirable for inclusion in the Fund; (h) to
determine in its discretion which issuers and securities are to be owned or held
in the Fund; (i) to formulate and implement a continuous investment program for
the Fund; (j) to instruct the Fund's custodian as to deliveries of securities,
transfer of currencies or payment of cash for the account of the Corporation;
and (k) to take all actions which appear to the Corporation and the Fund
necessary to effect the purchase and sale of securities for the Fund and the
supervisory functions listed above, including the placing of orders for the
purchase and sale of securities for the Fund.

Each Investment Advisory Agreement provides that TIS will enter into an
Administrative Services Agreement with the Administrator, Transamerica
Occidental Life Insurance Company, an indirect wholly-owned subsidiary of
Transamerica and an affiliate of TIS, under which the Administrator will furnish
management and administrative personnel and services to assist TIS in carrying
out its responsibilities under the Investment Advisory Agreement. As permitted
by the Investment Advisory Agreement, the Administrator has entered into a
Sub-Administration Agreement with State Street Bank and Trust Company ("State
Street") under which State Street, as sub-administrator, furnishes certain
administrative services to assist the Administrator in carrying out its
responsibilities under its Administrative Services Agreement.

Under each Investment Advisory Agreement, the expenses payable by TIS or
the Administrator are: the salaries, employment benefits and related costs of
those personnel necessary to perform TIS's obligations under the Investment
Advisory Agreement; the expense of providing office space, equipment and
facilities for the Fund; and the fees and expenses of the directors of the
Corporation (other than the Non-Interested Directors) and any salaries and
employment benefits of the officers of the Corporation who are affiliated
persons of TIS or the Administrator for acting as officers of the Corporation.
TIS may determine to pay (or to cause the Administrator to pay) additional
expenses from time to time for the purpose of capping the expenses paid by the
Fund, although it is within TIS's sole discretion to make such a determination
or to terminate any such arrangement.

Under each Investment Advisory Agreement, each Fund is responsible for all
of its expenses, except for those agreed to be paid by TIS or the Administrator
as described above. The expenses payable by the Fund include, without
limitation: compensation payable to TIS; interest and taxes; brokerage
commission and other costs in connection with the purchase and sale of
securities, commodities and other investments, including portions of commissions
that may be paid to reflect brokerage and research services provided to TIS;
fees and expenses of the Non-Interested Directors; fees and expenses of the
Corporation's independent public accountants; transfer agent, custodian and
dividend disbursement agent fees and expenses; fees of dividend, accounting and
pricing agents; fees and expenses related to the registration and qualification
of the Corporation and the Fund's shares for distribution under state and
federal securities laws; all costs attributable to investor services,
administering shareholder accounts and handling shareholder relations; fees and
assessments of the Investment Company Institute or any successor organization or
other association memberships approved by the Board; expenses of preparing and
typesetting prospectuses; expenses of printing and mailing prospectuses sent to
existing shareholders; all expenses incident to the payment of any dividend,
distribution or redemption, whether in shares of the Fund or in cash; insurance
premiums on property or personnel; such nonrecurring or extraordinary expenses
as may arise, including litigation expenses and any indemnification by the
Corporation of its officers, directors or agents with respect thereto; all costs
attributable to periodic shareholder reports; all costs attributable to proxy
solicitations; attorneys' fees of the Corporation; and such other expenses as
the Board determines are properly payable by the Fund.

In return for the services provided by TIS and the expenses it assumes
under each Investment Advisory Agreement, each Fund pays TIS an advisory fee
which is accrued daily and payable monthly. The advisory fee rate for each Fund
under the Investment Advisory Agreements is set forth in Appendix 4. As of the
end of each Fund's last fiscal year, each Fund had net assets and paid an
aggregate advisory fee to TIS during such period as also set forth in Appendix
4.

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At present, for each Fund, TIS has agreed to waive its fee, and the
Administrator has agreed to assume any other operating expenses (other than
certain extraordinary or non-recurring expenses), which together exceed a
specified percentage of the average daily net assets of that Fund as set forth
in Appendix 5. These waivers and subsidies may be terminated at any time without
notice.

Each Investment Advisory Agreement further provides that TIS shall not be
liable for any error or judgment or mistake of law or for any loss arising out
of any investment or for any act or omission in carrying out its duties under
the Investment Advisory Agreement, except for a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of TIS in the performance
of its duties or from reckless disregard by TIS of its obligations and duties
under such agreement. Each Investment Advisory Agreement also provides that
purchase and sale opportunities which are suitable for more than one client of
TIS will be allocated by TIS in an equitable manner. Lastly, each Investment
Advisory Agreement contains a provision stating that it supersedes all prior
agreements.

Each Investment Advisory Agreement may be terminated without penalty upon
sixty (60) days' written notice by either party. Each Fund may agree to
terminate its Investment Advisory Agreement either by the vote of a majority of
the outstanding voting securities of the Fund or by a vote of the Board. As
stated above, each Investment Advisory Agreement automatically terminates in the
event of its assignment.

TIS has acted as the investment adviser for each Fund since its
commencement of operations, the date of which is set forth in the table in
Appendix 6. Also shown in Appendix 6 is the effective date of each Former
Investment Advisory Agreement, the date on which each Former Investment Advisory
Agreement was last approved by the shareholders of each Fund and the date on
which each Former Investment Advisory Agreement was last approved by the Board.
In the case of each Fund, shareholder approval was last obtained for the purpose
of obtaining initial shareholder approval of the Former Investment Advisory
Agreement as required by the 1940 Act.

THE NEW INVESTMENT ADVISORY AGREEMENTS

The New Investment Advisory Agreement for each Fund, if approved by the
shareholders of that Fund, would be dated the date of the consummation of the
Transaction, which is expected to occur in mid-June. Each New Investment
Advisory Agreement would be in effect for an initial term of two years, and
would be continued thereafter from year to year only if specifically approved at
least annually by the vote of a "majority of the outstanding voting securities"
of each Fund, or by the Board and, in either event, by the vote of a majority of
the Non-Interested Directors, cast in person at a meeting called for such
purpose. In the event that shareholders of a Fund do not approve the Fund's New
Investment Advisory Agreement, the Board will take such action as it deems to be
in the best interests of the Fund and its shareholders.

DIFFERENCES BETWEEN THE FORMER AND NEW INVESTMENT ADVISORY AGREEMENTS

The New Investment Advisory Agreements are identical to the Former
Investment Advisory Agreements, except for the dates of execution and the
termination dates.

TIS AND OTHER SERVICE PROVIDERS

TIS is a Delaware corporation that is an investment adviser registered
under the Investment Advisers Act of 1940, as amended. TIS has been in existence
since 1967 and has provided investment services to investment companies since
1968. TIS is a direct wholly-owned subsidiary of Transamerica. TIS's address is
1150 South Olive Street, Los Angeles, California 90015. Appendix 7 includes
information regarding each director and officer of the Corporation who is
associated with TIS.

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The following table shows the address and principal occupation of the
principal executive officer and each director of TIS:

<TABLE>
<CAPTION>
NAME ADDRESS PRINCIPAL OCCUPATION
- ---- ------- --------------------
<S> <C> <C>
Richard N. Latzer.................. * Director, President & Chief Executive Officer
of TIS; Director & Chief Investment Officer
of the Administrator
Gary U. Rolle...................... * Director, Executive Vice President & Chief
Investment Officer of TIS; Director & Chief
Investment Officer of the Administrator
Thomas J. Cusack................... * Director of TIS; Chairman, President and
Chief Executive Officer of the Administrator
Edgar H. Grubb..................... * Director of TIS; Director of the
Administrator; Executive Vice President &
Chief Financial Officer of Transamerica
Frank C. Herringer................. * Director of TIS; Director of the
Administrator; Chairman, President & Chief
Executive Officer of Transamerica
</TABLE>

- ---------------
* c/o Transamerica Investment Services, Inc., 1150 South Olive Street, Los
Angeles, CA 90015

Transamerica is a financial services company with approximately $58.5
billion in assets. Its principal offices are located at 600 Montgomery Street,
24th Floor, San Francisco, California 94111. Transamerica's two major lines of
business are life insurance (including asset management) and finance. As a
result of the AEGON-Transamerica Transaction, Transamerica will become a direct
wholly-owned subsidiary of AEGON.

AEGON is headquartered in The Hague, The Netherlands, and is a holding
corporation of one of the world's ten largest life insurance groups ranked by
market capitalization and assets. Over 80% of AEGON's existing business is in
life insurance, pensions and related savings and investment products. AEGON's
address is Mariahoeveplain 50, 2591 TV The Hague, The Netherlands.

Vereniging AEGON ("Association AEGON") controls a majority voting interest
in AEGON through its minority holding of common stock plus its holding of all
the issued and outstanding preferred stock of AEGON. Except for the interest
held by Association AEGON, the voting interest in AEGON is widely dispersed.
Association AEGON currently intends to increase gradually its ownership of AEGON
common stock to 40% by purchasing shares of common stock on the open market. At
the same time, Association AEGON intends to decrease its holding of preferred
stock. It is currently contemplated that, at all times, Association AEGON will
maintain the majority of voting rights of AEGON. Association AEGON is registered
in The Hague, The Netherlands and its address is Mariahoeveplain 50, 2591 TV The
Hague, The Netherlands.

Directors, officers and employees of TIS from time to time may enter into
transactions with various banks, including each Fund's custodian bank. It is
TIS's opinion that the terms and conditions of those transactions will not be
influenced by existing or potential custodial or other Fund relationships.

As stated above under "Description of the Investment Advisory Agreements,"
Transamerica Occidental Life Insurance Company serves as Administrator to the
Funds. The Administrator is a direct wholly-owned subsidiary of Transamerica
Insurance Corporation of California ("Transamerica Insurance"), which in turn is
a direct wholly-owned subsidiary of Transamerica. The Administrator provides
administrative and clerical services to the Funds. The Administrator receives
its fee directly from TIS and receives no compensation from the Funds. The
Administrator's address is 1150 South Olive Street, Los Angeles, California
90015.

Transamerica Securities Sales Corporation ("TSSC") is the principal
underwriter and distributor of the shares of each of the Funds. TSSC is a direct
wholly-owned subsidiary of Transamerica Insurance. TSSC's address is 1150 South
Olive Street, Los Angeles, California 90015. For the Investor Shares of each
Fund, TSSC receives a Rule 12b-1 distribution fee of 0.25% of average daily net
assets, except for the Premier Index

8
<PAGE> 12

Fund and Premier Cash Reserve Fund, which pay a distribution fee of 0.10% of
average daily net assets. On November 1, 1997, TSSC agreed to waive the
distribution fee for the Premier Cash Reserve Fund. For the Class A and Class M
shares of each Fund, TSSC receives a Rule 12b-1 distribution fee of 0.35% and
0.60%, respectively, of average daily net assets. The table contained in
Appendix 8 sets forth for each Fund the fees paid to TSSC during the most recent
fiscal year of the Fund.

The Administrator and TSSC will continue to provide their respective
services to the Funds, as described above, under the current arrangements if the
New Investment Advisory Agreements are approved.

Charles Schwab & Company is considered an affiliated broker of the
Corporation because the Chief Executive Officer of its parent corporation is on
the board of directors of Transamerica, the parent corporation of TIS, TSSC and
the Administrator. The amount of commissions paid by the Funds to Charles Schwab
& Company in 1998 was $1,200. For 1998, transactions effected through Charles
Schwab & Company represented 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.

State Street, located at 225 Franklin Street, Boston, Massachusetts 02110,
serves as custodian to the Funds. Under its custodian contract with the
Corporation, State Street is authorized to appoint one or more banking
institutions as subcustodians of assets owned by each Fund. Under a Transfer
Agency Agreement, State Street is also responsible for processing redemption
requests and crediting dividends to the accounts of shareholders of the Funds.
Under a Sub-Administration Agreement, State Street is also responsible for
furnishing certain administrative services to assist the Administrator in
carrying out its responsibilities under its Administrative Services Agreement.

Ernst & Young LLP, 725 South Figueroa Street, Los Angeles, California
90017, performs audits of the Funds' financial statements.

REQUIRED VOTE

Approval of each Fund's New Investment Advisory Agreement will require the
affirmative vote of a "majority of the outstanding voting securities" of that
Fund (as defined in the 1940 Act), which means the affirmative vote of the
lesser of (i) more than 50% of the outstanding shares of that Fund and (ii) 67%
or more of the shares of that Fund present at the meeting if more than 50% of
the outstanding shares of that Fund are represented at the meeting in person or
by proxy.

THE BOARD MEMBERS RECOMMEND THAT THE
SHAREHOLDERS OF EACH FUND VOTE IN FAVOR OF THIS PROPOSAL 1.

9
<PAGE> 13

ADDITIONAL INFORMATION

PROPOSALS OF SHAREHOLDERS

Shareholders wishing to submit proposals for inclusion in a Proxy Statement
for a shareholder meeting subsequent to the Special Meeting, if any, should send
their written proposals to the Secretary of the Corporation, c/o Transamerica
Investment Services, Inc., at the address shown at the beginning of this Proxy
Statement, within a reasonable time before the solicitation of proxies for such
meeting. The timely submission of a proposal does not guarantee its inclusion.

OTHER MATTERS TO COME BEFORE THE SPECIAL MEETING

No Board member is aware of any matters that will be presented for action
at the Special Meeting other than the matters set forth herein. Should any other
matters requiring a vote of shareholders arise, the proxy in the accompanying
form will confer upon the person or persons entitled to vote the shares
represented by such proxy the discretionary authority to vote the shares as to
any such other matters in accordance with their best judgment in the interest of
each Fund.

ADJOURNMENT

In the event that sufficient votes in favor of any proposal set forth in
the Notice of a Special Meeting of Shareholders are not received by the time
scheduled for the Special Meeting, the persons named as proxies may propose one
or more adjournments of the Special Meeting after the date set for the original
Special Meeting to permit further solicitation of proxies with respect to any
such proposal. In addition, if, in the judgment of the persons named as proxies,
it is advisable to defer the action on one or more proposals, the persons named
as proxies may propose one or more adjournments of the Special Meeting. Any such
adjournments will require the affirmative vote of a majority of the votes cast
on the question in person or by proxy at the session of the Special Meeting as
permitted by the Corporation's By-Laws. The persons named as proxies will vote
in favor of such adjournment those proxies which they are entitled to vote in
favor of such proposals. They will vote against any such adjournment those
proxies required to be voted against any of such proposals. The costs of any
additional solicitation and of any adjourned session will be borne by
Transamerica or its affiliates. Any proposals for which sufficient favorable
votes have been received by the time of the Special Meeting will be acted upon
and such action will be final regardless of whether the Special Meeting is
adjourned to permit additional solicitation with respect to any other proposal.

IMPORTANT -- WE URGE YOU TO SIGN AND DATE THE ENCLOSED PROXY CARD(S) AND RETURN
IT IN THE ENCLOSED ADDRESSED ENVELOPE WHICH REQUIRES NO POSTAGE AND IS INTENDED
FOR YOUR CONVENIENCE. YOUR PROMPT RETURN OF THE ENCLOSED PROXY CARD(S) MAY SAVE
THE NECESSITY AND EXPENSE OF FURTHER SOLICITATIONS TO ENSURE A QUORUM AT THE
SPECIAL MEETING. IF YOU CAN ATTEND THE SPECIAL MEETING AND WISH TO VOTE YOUR
SHARES IN PERSON AT THAT TIME, YOU WILL BE ABLE TO DO SO.

10
<PAGE> 14

APPENDIX 1

FUND SHARES OUTSTANDING

The table below sets forth the number of shares outstanding for each Fund
as of May 10, 1999.

<TABLE>
<CAPTION>
NUMBER OF SHARES OUTSTANDING
FUND AS OF MAY 10, 1999
- ---- ----------------------------
<S> <C>
Transamerica Premier Aggressive Growth Fund................. 8,813,835
Transamerica Premier Small Company Fund..................... 7,300,256
Transamerica Premier Equity Fund............................ 13,299,685
Transamerica Premier Value Fund............................. 845,475
Transamerica Premier Index Fund............................. 2,112,881
Transamerica Premier Balanced Fund.......................... 3,445,741
Transamerica Premier High Yield Bond Fund................... 7,920,069
Transamerica Premier Bond Fund.............................. 1,669,644
Transamerica Premier Cash Reserve Fund...................... 90,679,573
</TABLE>

11
<PAGE> 15

APPENDIX 2

BENEFICIAL OWNERS OF 5% OR MORE OF FUND SHARES

<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL OWNERSHIP PERCENT OF
FUND OF BENEFICIAL OWNER (# OF SHARES) FUND
- ---- ----------------------------------------------------- ----------------------- ----------
<S> <C> <C> <C>
Transamerica Premier CHARLES SCHWAB & CO INC 3,367,599 38.21%
Aggressive Growth 101 MONTGOMERY ST
Fund SAN FRANCISCO, CA 94104-4122
NATIONAL FINANCIAL SERVICES 1,193,015 13.54%
200 LIBERTY ST 5TH FL
1 WORLD TRADE CTR
NEW YORK, NY 10281-5500
ARC REINSURANCE CORPORATION 500,006 5.67%
1149 S HILL ST # H-344
LOS ANGELES, CA 90015-2212
NATIONAL INVESTORS SERVICES CORP 449,663 5.1%
FOR THE EXCLUSIVE BENEFIT OF OUR
CUSTOMERS
55 WATER ST FL 32
NEW YORK, NY 10041-3299
Transamerica Premier CHARLES SCHWAB & CO INC 3,491,406 47.83%
Small Company Fund 101 MONTGOMERY ST
SAN FRANCISCO, CA 94104-4122
NATIONAL FINANCIAL SERVICES 1,104,937 15.14%
200 LIBERTY ST 5TH FL
1 WORLD TRADE CTR
NEW YORK, NY 10281-5500
ARC REINSURANCE CORPORATION 511,961 7.01%
1149 S HILL ST # H-344
LOS ANGELES, CA 90015-2212
NATIONAL INVESTORS SERVICES CORP 402,911 5.52%
FOR THE EXCLUSIVE BENEFIT OF OUR
CUSTOMERS
55 WATER ST FL 32
NEW YORK, NY 10041-3299
Transamerica Premier CHARLES SCHWAB & CO INC 5,504,266 41.39%
Equity Fund 101 MONTGOMERY ST
SAN FRANCISCO, CA 94104-4122
NATIONAL FINANCIAL SERVICES 1,139,839 8.57%
200 LIBERTY ST 5TH FL
1 WORLD TRADE CTR
NEW YORK, NY 10281-5500
TRANSAMERICA CORPORATION 926,866 6.97%
600 MONTGOMERY ST
SAN FRANCISCO, CA 94111-2702
</TABLE>

12
<PAGE> 16

<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL OWNERSHIP PERCENT OF
FUND OF BENEFICIAL OWNER (# OF SHARES) FUND
- ---- ----------------------------------------------------- ----------------------- ----------
<S> <C> <C> <C>
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY 884,472 6.65%
PO BOX 512101
LOS ANGELES, CA 90051-0101
Transamerica Premier ARC REINSURANCE CORPORATION 501,373 59.3%
Value Fund 1149 S HILL ST # H-344
LOS ANGELES, CA 90015-2212
CHARLES SCHWAB & CO INC 76,919 9.1%
101 MONTGOMERY ST
SAN FRANCISCO, CA 94104-4122
Transamerica Premier ARC REINSURANCE CORPORATION 594,575 28.14%
Index Fund 1149 S HILL ST # H-344
LOS ANGELES, CA 90015-2212
TRANSAMERICA CORPORATION 516,413 24.3%
600 MONTGOMERY ST
SAN FRANCISCO, CA 94111-2702
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY 185,091 8.76%
PO BOX 512101
LOS ANGELES, CA 90051-0101
Transamerica Premier CHARLES SCHWAB & CO INC 801,272 23.25%
Balanced Fund 101 MONTGOMERY ST
SAN FRANCISCO, CA 94104-4122
TRANSAMERICA CORPORATION 599,343 17.39%
600 MONTGOMERY ST
SAN FRANCISCO, CA 94111-2702
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY 416,101 12.08%
PO BOX 512101
LOS ANGELES, CA 90051-0101
TRANSAMERICA INVESTMENT SERVICES, INC. 259,004 7.52%
1150 S. OLIVE ST.
LOS ANGELES, CA 90015-2211
NATIONAL FINANCIAL SERVICES 226,197 6.56%
200 LIBERTY ST 5TH FL
1 WORLD TRADE CTR
NEW YORK, NY 10281-5500
Transamerica Premier TRANSAMERICA LIFE INSURANCE & ANNUITY COMPANY 7,640,519 96.47%
High Yield Bond 1150 S OLIVE ST T-10
Fund LOS ANGELES, CA 90015-2211
</TABLE>

13
<PAGE> 17

<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL OWNERSHIP PERCENT OF
FUND OF BENEFICIAL OWNER (# OF SHARES) FUND
- ---- ----------------------------------------------------- ----------------------- ----------
<S> <C> <C> <C>
Transamerica Premier TRANSAMERICA REAL ESTATE TAX 1,250,259 74.88%
Bond Fund SERVICE
1150 S OLIVE ST STE 12700
LOS ANGELES, CA 90015-2297
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY 150,221 9.0%
PO BOX 512101
LOS ANGELES, CA 90051-0101
Transamerica Premier TRANSAMERICA OCCIDENTAL LIFE 14,351,819 15.83%
Cash Reserve Fund INSURANCE COMPANY
1149 S BROADWAY ST STE B-527
LOS ANGELES, CA 90015-2213
TRANSAMERICA LIFE INSURANCE & 13,212,785 14.57%
ANNUITY COMPANY
1149 S BROADWAY ST STE B-527
LOS ANGELES, CA 90015-2213
NORTHERN TRUST COMPANY TRUSTEE 10,960,940 12.09%
TRANSAMERICA CORPORATION
EMPLOYEE STOCK SAVINGS TRUST
PO BOX 92956
CHICAGO, IL 60675-2256
</TABLE>

14
<PAGE> 18

APPENDIX 3

FUND SHARES OWNED BY DIRECTORS AND EXECUTIVE OFFICERS

<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP PERCENT
NAME OF BENEFICIAL OWNER (# OF SHARES) OF FUND
- ------------------------ -------------------- -------
<S> <C> <C>
TRANSAMERICA PREMIER AGGRESSIVE GROWTH FUND
Nooruddin S. Veerjee, Chairman and Chief Executive
Officer................................................... 0
Sidney Harris, Director..................................... 6,774 *
Charles C. Reed, Director................................... 0
Carl R. Terzian, Director................................... 0
Gary U. Rolle, Director..................................... 0
All directors and executive officers as a group............. 18,279 *
TRANSAMERICA PREMIER SMALL COMPANY FUND
Nooruddin S. Veerjee, Chairman and Chief Executive
Officer................................................... 0
Sidney Harris, Director..................................... 0
Charles C. Reed, Director................................... 0
Carl R. Terzian, Director................................... 0
Gary U. Rolle, Director..................................... 0
All directors and executive officers as a group............. 12,276 *
TRANSAMERICA PREMIER EQUITY FUND
Nooruddin S. Veerjee, Chairman and Chief Executive
Officer................................................... 0
Sidney Harris, Director..................................... 0
Charles C. Reed, Director................................... 0
Carl R. Terzian, Director................................... 0
Gary U. Rolle, Director..................................... 0
All directors and executive officers as a group............. 4,138 *
TRANSAMERICA PREMIER VALUE FUND
Nooruddin S. Veerjee, Chairman and Chief Executive
Officer................................................... 5,014 *
Sidney Harris, Director..................................... 0
Charles C. Reed, Director................................... 0
Carl R. Terzian, Director................................... 0
Gary U. Rolle, Director..................................... 0
All directors and executive officers as a group............. 31,665 *
TRANSAMERICA PREMIER INDEX FUND
Nooruddin S. Veerjee, Chairman and Chief Executive
Officer................................................... 0
Sidney Harris, Director..................................... 0
Charles C. Reed, Director................................... 0
Carl R. Terzian, Director................................... 0
Gary U. Rolle, Director..................................... 0
All directors and executive officers as a group............. 5,569 *
TRANSAMERICA PREMIER BALANCED FUND
Nooruddin S. Veerjee, Chairman and Chief Executive
Officer................................................... 0
Sidney Harris, Director..................................... 0
Charles C. Reed, Director................................... 0
Carl R. Terzian, Director................................... 0
Gary U. Rolle, Director..................................... 0
All directors and executive officers as a group............. 1,867 *
</TABLE>

15
<PAGE> 19

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

* Indicates beneficial ownership of less than 1%.

16
<PAGE> 20

APPENDIX 4

FUND ADVISORY FEE RATES, NET ASSETS

AND ADVISORY FEES

The information in the table below is for each Fund's last fiscal year,
which in each case ended December 31, 1998.

<TABLE>
<CAPTION>
ANNUAL AGGREGATE
ADVISORY FEE RATE ADVISORY AMOUNT OF NET ADVISORY
FUND NET ASSETS (% OF AVERAGE NET ASSETS) FEES* FEES WAIVED FEES PAID
- ---- ---------- ------------------------- --------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Transamerica Premier
Aggressive Growth
Fund.................... $177,495,688 0.85% of first $1 billion $ 502,217 $117,586 $ 384,631
0.82% of next $1 billion
0.80% over $2 billion
Transamerica Premier Small
Company Fund............ $209,390,410 0.85% of first $1 billion $ 400,544 $ 90,598 $ 309,946
0.82% of next $1 billion
0.80% over $2 billion
Transamerica Premier
Equity Fund............. $290,320,821 0.85% of first $1 billion $2,029,581 $ 0 $2,029,581
0.82% of next $1 billion
0.80% over $2 billion
Transamerica Premier Value
Fund.................... $ 9,113,831 0.75% of first $1 billion $ 48,002 $ 48,002 $ 0
0.72% of next $1 billion
0.70% over $2 billion
Transamerica Premier Index
Fund.................... $ 36,344,990 0.30% $ 90,474 $ 90,474 $ 0
Transamerica Premier
Balanced Fund........... $ 61,922,440 0.75% of first $1 billion $ 313,648 $ 0 $ 313,648
0.72% of next $1 billion
0.70% over $2 billion
Transamerica Premier High
Yield Bond Fund......... $ 72,816,781 0.55% of first $1 billion $ 190,256 $ 71,180 $ 119,076
0.52% of next $1 billion
0.50% over $2 billion
Transamerica Premier Bond
Fund.................... $ 17,342,517 0.60% of first $1 billion $ 94,177 $ 27,435 $ 66,742
0.57% of next $1 billion
0.55% over $2 billion
Transamerica Premier Cash
Reserve Fund............ $ 76,268,899 0.35% $ 233,663 $233,663 $ 0
</TABLE>

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

* For the fiscal year ended December 31, 1998, Transamerica Investment Services,
Inc., the investment adviser to each of the Funds, waived all or a portion of
the advisory fee payable by seven of the nine Funds. See "Amount of Fees
Waived".

17
<PAGE> 21

APPENDIX 5

FUND ADVISORY FEE WAIVERS AND EXPENSE SUBSIDIES

(EXPRESSED AS AN ANNUAL PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<CAPTION>
INVESTOR INSTITUTIONAL CLASS CLASS
FUND CLASS CLASS A M
- ---- -------- ------------- ----- -----
<S> <C> <C> <C> <C>
Transamerica Premier Aggressive Growth Fund............. 1.40% N/A 1.50% 1.75%
Transamerica Premier Small Company Fund................. 1.40% N/A 1.50% 1.75%
Transamerica Premier Equity Fund........................ 1.50% N/A 1.60% 1.85%
Transamerica Premier Value Fund......................... 1.20% N/A 1.30% 1.55%
Transamerica Premier Index Fund......................... 0.25% N/A 0.50% 0.75%
Transamerica Premier Balanced Fund...................... 1.45% N/A 1.55% 1.80%
Transamerica Premier High Yield Bond Fund............... 0.90% 0.65% N/A N/A
Transamerica Premier Bond Fund.......................... 1.30% N/A 1.40% 1.65%
Transamerica Premier Cash Reserve Fund.................. 0.25% N/A 0.60% 0.85%
</TABLE>

18
<PAGE> 22

APPENDIX 6

DATES RELATING TO INVESTMENT ADVISORY AGREEMENTS

<TABLE>
<CAPTION>
FORMER FORMER
DATE OF INVESTMENT INVESTMENT
FORMER ADVISORY ADVISORY
INVESTMENT AGREEMENT LAST AGREEMENT LAST
COMMENCEMENT ADVISORY APPROVED BY APPROVED BY
FUND OF OPERATIONS AGREEMENT SHAREHOLDERS DIRECTORS
- ---- ------------- ---------- -------------- --------------
<S> <C> <C> <C> <C>
Transamerica Premier Aggressive Growth
Fund................................ 6/30/97 7/1/97 7/1/97 11/6/98
Transamerica Premier Small Company
Fund................................ 6/30/97 7/1/97 7/1/97 11/6/98
Transamerica Premier Equity Fund...... 10/2/95 10/2/95 10/2/95 11/6/98
Transamerica Premier Value Fund....... 3/31/98 3/31/98 3/31/98 11/6/98
Transamerica Premier Index Fund....... 10/2/95 10/2/95 10/2/95 11/6/98
Transamerica Premier Balanced Fund.... 10/2/95 10/2/95 10/2/95 11/6/98
Transamerica Premier High Yield Bond
Fund................................ 6/30/98 6/30/98 6/30/98 11/6/98
Transamerica Premier Bond Fund........ 10/2/95 10/2/95 10/2/95 11/6/98
Transamerica Premier Cash Reserve
Fund................................ 10/2/95 10/2/95 10/2/95 11/6/98
</TABLE>

19
<PAGE> 23

APPENDIX 7

DIRECTORS AND OFFICERS ASSOCIATED WITH TIS

<TABLE>
<CAPTION>
NAME POSITION WITH THE CORPORATION
- ---- -----------------------------
<S> <C>
Gary U. Rolle........ Director
Susan R. Hughes...... Treasurer and Chief Accounting Officer
</TABLE>

20
<PAGE> 24

APPENDIX 8

FEES PAID TO TSSC

<TABLE>
<CAPTION>
AGGREGATE FEE
FISCAL PAID TO TSSC
FUND YEAR END (RULE 12B-1 FEES)
---- -------- -----------------
<S> <C> <C>
Transamerica Premier Aggressive Growth Fund................. 12/31/98 $147,716
Transamerica Premier Small Company Fund..................... 12/31/98 $117,806
Transamerica Premier Equity Fund............................ 12/31/98 $596,940
Transamerica Premier Value Fund............................. 12/31/98 $ 16,004
Transamerica Premier Index Fund............................. 12/31/98 $ 30,165
Transamerica Premier Balanced Fund.......................... 12/31/98 $104,547
Transamerica Premier High Yield Bond Fund................... 12/31/98 $ 867
Transamerica Premier Bond Fund.............................. 12/31/98 $ 39,239
Transamerica Premier Cash Reserve Fund...................... 12/31/98 $ 6
</TABLE>

21
<PAGE> 25

[This Page Intentionally Left Blank]
<PAGE> 26

EXHIBIT A

TRANSAMERICA INVESTORS, INC.
INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT

THIS AGREEMENT is made and entered into this day of , 1999, by
and between Transamerica Investors, Inc., a corporation organized and existing
under the laws of the State of Maryland (the "Corporation"), and Transamerica
Investment Services, Inc., a corporation organized and existing under the laws
of the State of Delaware (the "Adviser").

WHEREAS, the Corporation is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
consisting of several series of shares, each pursuing its investment objectives
through separate investment policies;

WHEREAS, the Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (the "Advisers Act"), and engages in
the business of providing investment advisory services;

WHEREAS, the Corporation desires to retain the Adviser to render investment
management and administrative services with respect to its Premier Aggressive
Growth Fund and Premier Small Company Fund (the "Funds"); and

WHEREAS, the Adviser is willing to render such services;

NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, the parties hereto agree as follows:

I. APPOINTMENT AND OBLIGATIONS OF THE ADVISER

The Adviser is hereby appointed to serve as the investment adviser to the
Funds, to provide the investment advisory and administrative services set forth
in Section II of this Agreement, subject to the terms of this Agreement and the
policies and control of the Corporation's Board of Directors (the "Board"). The
Adviser hereby accepts such employment.

In the event that the Corporation establishes one or more series other than
the Funds with respect to which it desires to retain the Adviser to serve as
investment adviser hereunder, the Corporation will notify the Adviser in
writing. If the Adviser is willing to render such services under this Agreement,
it will so notify the Corporation in writing, whereupon such series will become
a "Fund" hereunder and will be subject to the provisions of this Agreement to
the same extent as the current Funds except to the extent that such provisions
(including those relating to the compensation payable by such Fund to the
Adviser) are modified with respect to such Fund in writing by the Corporation
and the Adviser at the time.

It is understood and agreed that the Adviser will enter into an
Administrative Services Agreement with Transamerica Occidental Life Insurance
Company (the "Administrator") under which the Administrator will furnish
management and administrative personnel and services to assist the Adviser in
carrying out its responsibilities under this Agreement including, without
limitation, the responsibilities under Sections II.A., II.B., II.C., II.D.,
II.E., II.F. and II.L. of this Agreement, subject to the provisions of the 1940
Act and the Advisers Act. It is understood and agreed that the Administrator may
enter into a Sub-Administration Agreement with State Street Bank and Trust
Company (the "Sub-Administrator") under which the Sub-Administrator will furnish
certain administrative services to assist the Administrator in carrying out its
responsibilities under its Administrative Services Agreement, subject to the
provisions of the 1940 Act and the Advisers Act.

The Adviser shall, for all purposes herein, be deemed to be an independent
contractor and shall have, unless otherwise expressly provided or authorized, no
authority to act for or represent the Corporation in any way or otherwise be
deemed an agent for the Corporation.

A-1
<PAGE> 27

The Adviser shall, for purposes of this Agreement, have and exercise full
investment discretion and authority to act as agent for the Corporation in
buying, selling or otherwise disposing of or managing the Corporation's
investments, subject to the supervision of the Board.

II. DUTIES OF THE ADVISER

The Corporation employs the Adviser:

A. to supervise all aspects of the operations of the Corporation and
each Fund, including the supervision and coordination of transfer agency,
custodial and accounting services; provided however, that nothing herein
shall be deemed to relieve or deprive the Board of its responsibilities for
and control of the conduct of the affairs of the Corporation and each Fund;

B. to provide the Corporation and each Fund with such corporate,
administrative and clerical personnel (including officers of the
Corporation), and services as are reasonably deemed necessary or advisable
by the Board, including the maintenance of certain books and records of the
Corporation and each Fund;

C. to arrange for the periodic preparation, updating, filing and
distribution (as applicable) of the Corporation's registration statement,
proxy material, tax returns and required reports to each Fund's
shareholders and the Securities and Exchange Commission (the "Commission")
and other appropriate federal and state regulatory authorities;

D. to provide the Corporation and each Fund with, or obtain for it,
adequate office space and all necessary office equipment and services,
including telephone service, heat, utilities, stationery supplies and
similar items;

E. to perform other administrative functions for the Corporation as
the Board may deem necessary and appropriate including:

1. computation and publication of each Fund's daily net asset
value and daily income;

2. computation of each Fund's yields and total returns;

3. schedule, plan agendas for, and conduct meeting of the
directors and shareholders;

4. coordinate the efforts of the Corporation's auditors;

5. maintain corporate records not otherwise maintained by the
Corporation's custodian, transfer agent, or accounting agent;

6. monitor state and federal laws as they may apply to the
Corporation and the Funds;

7. prepare for execution and file all the Corporation's federal,
state and local tax returns and required tax filings other than those
required to be made by the Corporation's custodian and transfer agent;
and

8. coordinate the efforts of attorneys providing legal advice
relating to the Corporation;

F. to maintain the Corporation's existence, and during such times as
the shares of the Corporation are publicly offered, maintain the
registration and qualification of the Corporation's shares under federal
and state law;

G. to obtain and evaluate pertinent information about significant
developments, including economic, statistical and financial data, domestic,
foreign or otherwise, whether affecting the economy generally or the Funds
in particular, whether concerning the individual issuers of the securities
included in the Funds or the activities in which the issuers engage, or
whether concerning the securities that the Adviser considers desirable for
inclusion in the Funds;

H. to determine in its discretion which issuers and securities are to
be owned or held in the Funds and to report thereon to the Board;

A-2
<PAGE> 28

I. to formulate and implement a continuous investment program for
each Fund and regularly report thereon to the Board;

J. to give instructions to the custodian and/or sub-custodian of the
Corporation appointed by the Board, as to deliveries of securities,
transfer of currencies or payments of cash for the account of the
Corporation, in relation to the matters contemplated by this Agreement;

K. to take, on behalf of the Corporation, all actions which appear to
the Corporation and the Funds necessary to effect the purchase and sale of
securities for the Corporation and the supervisory functions listed above,
including the placing of orders for the purchase and sale of securities for
the Funds; and

L. to arrange for the periodic preparation, updating, filing and
distribution (as applicable) of the Corporation's state registration
statements.

III. REPRESENTATIONS AND WARRANTIES

A. Representations and Warranties of the Adviser

The Adviser hereby represents and warrants to the Corporation as follows:

1. Due Incorporation and Organization. The Adviser is duly organized
and is in good standing under the laws of the State of Delaware and is
fully authorized to enter into this Agreement and carry out its duties and
obligations hereunder.

2. Registration. The Adviser is registered as an investment adviser
with the Commission under the Advisers Act, and is registered or licensed
as an investment adviser under the laws of all jurisdictions in which its
activities require it to be so registered or licensed. The Adviser shall
maintain such registration or license in effect at all times during the
term of this Agreement and will immediately notify the Corporation of the
occurrence of any event that would disqualify the Adviser from serving as
an investment adviser by operation of Section 9(a) of the 1940 Act or
otherwise.

3. Best Efforts. The Adviser at all times shall provide its best
judgment and efforts to the Corporation in carrying out its obligations
hereunder.

4. Code of Ethics. The Adviser has adopted a written code of ethics
that complies with the requirements of Rule 17j-1 under the 1940 Act and
will provide the Corporation with a copy of such code of ethics and all
subsequent modifications, together with evidence of its adoption. At least
annually the Adviser will provide the Corporation with a report describing
the implementation of the code of ethics during the immediately preceding
twelve (12) month period.

B. Representations and Warranties of the Corporation and the Funds

The Corporation, on behalf of the Funds, hereby represents and warrants to
the Adviser as follows:

1. Due Incorporation and Organization. The Corporation has been duly
incorporated under the laws of the state of Maryland and it is authorized
to enter into this Agreement and to carry out its terms.

2. Registration. The Corporation is registered as an investment
company with the Commission under the 1940 Act, and shares of the
Corporation will be registered for offer and sale to the public under the
Securities Act of 1933, as amended (the "1933 Act"), and all applicable
state securities laws. Such registrations shall be kept in effect during
the term of this Agreement.

IV. BROKER-DEALER RELATIONSHIPS

A. Fund Trades

The Adviser shall place all orders for the purchase and sale of securities
for the Funds with brokers and dealers selected by the Adviser, which may, if
approved by the Corporation, include brokers or dealers affiliated with the
Adviser. The Adviser shall use its best efforts to obtain the most favorable
price and execution. The Adviser will engage only those brokers or dealers

A-3
<PAGE> 29

offering prices and commission rates it believes are reasonable in relation to
the benefits received.

B. Selection of Broker-Dealers

In selecting broker-dealers qualified to execute a particular transaction,
brokers or dealers may be selected who also provide brokerage and research
services, prices and commissions (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934, as amended) to the Funds and/or the other
accounts over which the Adviser or its affiliates exercise investment
discretion. The Adviser is authorized to pay a broker or dealer who provides
such brokerage and research services, prices and commissions for executing a
portfolio transaction for the Funds that is in excess of the amount of the price
and commission another broker or dealer would have charged for effecting that
transaction, if the Adviser determines in good faith that such price and
commission is reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer. This determination may be viewed in
terms of either that particular transaction or the overall responsibilities that
the Adviser and its affiliates have with respect to accounts over which they
exercise investment discretion. The Board shall periodically review the prices
and commissions paid by the Funds to determine if over representative periods of
time they were reasonable in relation to the benefits received. In no instance,
however, will any Fund's securities be purchased from or sold to the Adviser, or
any affiliated person of the Corporation or the Adviser, acting as principal in
the transaction, except to the extent permitted by the Commission, the 1940 Act,
and approved by the Corporation.

C. Aggregation of Securities Purchases

The Adviser furnishes investment advice to the Funds as well as other
institutional clients, including some investment companies. Some of the
Adviser's other clients have investment objectives and programs similar to those
of a Fund. Accordingly, occasions may arise when sales or purchases of
securities will be consistent with the investment policies of one or more of the
Funds and of other clients of the Adviser. If purchases or sales of securities
for the Corporation or other clients of the Adviser arise for consideration at
or about the same time, the Corporation agrees that the Adviser may make
transactions in such securities, insofar as feasible, for the respective
entities and clients in a manner deemed equitable to all. To the extent that
transactions on behalf of more than one client of the Adviser during the same
period may increase the demand for securities being purchased or the supply of
securities being sold, the Corporation recognizes that there may be an adverse
effect on price.

It is agreed that, on the occasions when the Adviser deems the purchase or
sale of a security to be in the best interest of the Corporation, as well as its
other clients, it may, to the extent permitted by applicable laws or
regulations, but will not be obligated to, aggregate the securities to be sold
or purchases for other clients in order to obtain favorable execution and lower
brokerage commissions or prices. In that event, the allocation of the securities
purchased or sold, as well as the expenses incurred in the transaction, will be
made by the Adviser in the manner it considers to be most equitable and
consistent with its fiduciary obligations to the Corporation and to such other
accounts. The Corporation recognizes that in some cases this procedure may
adversely affect the size of the position obtainable for a Fund.

V. CONTROL BY THE BOARD

Any investment program undertaken by the Adviser pursuant to this
Agreement, as well as any other activities undertaken by the Adviser on behalf
of the Corporation pursuant thereto, shall at all times be subject to any
directives of the Board.

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<PAGE> 30

VI. COMPLIANCE WITH APPLICABLE REQUIREMENTS

In carrying out its obligations under this Agreement, the Adviser shall at
all times conform to:

A. all applicable provisions of the 1940 Act and the rules and
regulations thereunder;

B. the provisions of the registration statement of the Corporation,
as the same may be amended from time to time, under the 1933 Act and the
1940 Act;

C. the provisions of the Corporation's Articles of Incorporation, as
amended;

D. the provisions of the Bylaws of the Corporation, as amended; and

E. any other applicable provisions of state and federal law.

VII. COMPENSATION

For the services to be rendered by the Adviser pursuant to this Agreement,
the Corporation shall pay to the Adviser, and the Adviser agrees to accept as
full compensation therefor, compensation at the rates specified in Schedule A,
which is attached hereto and made a part of this Agreement. The Adviser's
compensation shall be calculated by applying a daily rate, based on the annual
percentage rates as specified in Schedule A, to the daily net assets of each
Fund and shall be paid to the Adviser monthly. Prior to performing any services
pursuant to this Agreement, the Adviser may elect to waive all or a portion of
the compensation that the Adviser would otherwise be entitled to receive
pursuant to this Agreement for performing such services.

No Fund of the Corporation shall be liable for the obligations of any other
Fund of the Corporation. Without limiting the generality of the foregoing, the
Adviser shall look only to the assets of a particular Fund for payment of fees
for services rendered to that Fund.

In the event of termination of this Agreement, all compensation due through
the date of termination will be calculated on a pro-rated basis through the date
of termination. All rights of compensation under this Agreement for services
performed as of the termination date shall survive the termination of this
Agreement.

VIII. EXPENSES

The expenses in connection with the management of the Funds shall be
allocable between the Corporation and the Adviser or the Administrator as
follows:

A. Expenses of the Corporation

Except for those expenses agreed to be paid by the Adviser or the
Administrator pursuant to Sections VIII.B. and IX of this Agreement, the
Corporation shall pay all of its expenses including, without limitation, the
following expenses:

1. Compensation to be paid to the Adviser pursuant to this Agreement;

2. Interest and taxes;

3. Brokerage commissions and other costs in connection with the
purchase or sale of securities, commodities, and other investments for the
Corporation, including portions of commissions that may be paid to reflect
brokerage research services provided to the Adviser;

4. Fees and expenses of its directors (other than those who are
"interested persons" of the Corporation or the Adviser);

5. Fees and expenses of the Corporation's independent public
accountants;

6. Transfer agent, custodian, and dividend disbursement agent fees
and expenses;

7. Fees of dividend, accounting and pricing agents appointed by the
Corporation;

A-5
<PAGE> 31

8. Fees and expenses related to the registration and qualification of
the Corporation and its shares for distribution under state and federal
securities laws;

9. All costs attributable to investor services, administering
shareholder accounts and handling shareholder relations (including, without
limitation, telephone and personnel expenses);

10. Fees and assessments of the Investment Company Institute or any
successor organization or other association memberships approved by the
Board;

11. Expenses of preparing and typesetting prospectuses;

12. Expenses of printing and mailing prospectuses sent to existing
shareholders;

13. All expenses incident to the payment of any dividend,
distribution, or redemption, whether in shares of the Fund or in cash;

14. Insurance premiums on property or personnel (including, without
limitation, officers and directors of the Corporation which inure to its
benefit);

15. Such nonrecurring or extraordinary expenses as may arise,
including, without limitation, litigation expenses affecting the
Corporation and any indemnification by the Corporation of its officers,
directors or agents with respect thereto;

16. All costs attributable to periodic shareholder reports
(including, without limitation, annual and semi-annual reports);

17. All costs attributable to proxy solicitations;

18. Attorneys' fees of the Corporation; and

19. Such other expenses that the Board, from time to time, determines
are properly payable by the Corporation.

B. Expenses of the Adviser or the Administrator

The expenses payable by the Adviser or the Administrator are:

1. The salaries, employment benefits and related costs of those
personnel necessary to perform the Adviser's obligations under this
Agreement;

2. The expense of providing office space, equipment and facilities
for the Corporation; and

3. The fees and expenses of all directors of the Corporation who are
"interested persons" (as defined in the 1940 Act) of the Corporation or of
the Adviser and any salaries and employment benefits of the officers of the
Corporation who are affiliated persons of the Adviser for acting as
officers of the Corporation.

IX. EXPENSE PAYMENTS AND LIMITATIONS

The Adviser believes that it is in the Adviser's best interests that the
expenses of the Corporation be capped from time to time. Accordingly, the
Adviser agrees to pay expenses related to the operation of the Corporation to
the extent necessary to achieve this goal.

In addition, if the expenses for any Fund for any fiscal year (including
fees and other amounts payable to the Adviser, but excluding interest, taxes,
brokerage costs, litigation, and other extraordinary costs and certain other
excludable expenses) would exceed the expense limitations imposed on investment
companies by an applicable statute or regulatory authority of any jurisdiction
in which shares of the Corporation are qualified for offer and sale, the Adviser
agrees, unless a waiver is obtained, to reduce its compensation in order to
reduce such excess expenses.

A-6
<PAGE> 32

X. REPORTS

The Corporation and the Adviser agree to furnish to each other, as
applicable, current prospectuses, proxy statements, reports to shareholders,
certified copies of their financial statements, and such other information with
regard to their affairs as each may reasonably request.

XI. NON-EXCLUSIVITY

The services of the Adviser to the Corporation are not to be deemed
exclusive, and the Adviser shall be free to render similar services to others
(including other investment companies) so long as its services to the
Corporation are not impaired thereby. It is understood and agreed that officers
and directors of the Adviser may serve as officers or directors of the
Corporation, and that officers or directors of the Corporation may serve as
officers or directors of the Adviser to the extent permitted by law. The
officers and directors of the Adviser are not prohibited from engaging in any
other business activity or from rendering services to any other person, or from
serving as partners, officers, directors or trustees of any other firm,
corporation or trust, including other investment companies.

XII. CERTAIN RECORDS

The Adviser shall keep and maintain all books and records with respect to
each Fund's investment transactions required by Rule 31a-1 and Rule 2a-7 under
the 1940 Act and shall render to the Board such periodic and special reports as
the Board may reasonably request. The Adviser and other entities providing
services to the Corporation shall maintain for the Corporation any other
information that is required to be filed by the Corporation with the Commission
or sent to shareholders under the 1940 Act (including the rules adopted
thereunder) or any exemptive or other relief that the Adviser or the Corporation
obtains from the Commission. The Adviser agrees that all records that it
maintains on behalf of the Corporation are the property of the Corporation and
the Adviser will surrender promptly to the Corporation any of such records upon
the Corporation's request; provided, however, that the Adviser may retain a copy
of such records.

In addition, for the duration of this Agreement, the Adviser shall preserve
for the periods prescribed by Rule 31a-2 and Rule 2a-7 under the 1940 Act any
such records as are required to be maintained by it pursuant to this Agreement,
and shall transfer said records to any successor Adviser upon the termination of
this Agreement (or, if there is no successor Adviser, to the Corporation).

XIII. LIABILITY OF ADVISER AND INDEMNIFICATION

A. Liability

The duties of the Adviser shall be confined to those expressly set forth
herein, and no implied duties are assumed by or may be asserted against the
Adviser hereunder. The Adviser may rely on information reasonably believed by it
to be accurate and reliable. The Adviser shall not be liable to the Corporation
or to any shareholder of the Corporation for any error of judgment or mistake of
law or for any loss arising out of any investment or for any act or omission in
carrying out its duties hereunder, except:

1. for a loss resulting from willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of reckless
disregard of its obligations and duties hereunder, except as may otherwise
be provided under provisions of applicable state law which cannot be waived
or modified hereby;

2. to the extent specified in Section 36(b) of the 1940 Act
concerning losses resulting from a breach of fiduciary duty with respect to
the Adviser's receipt of compensation; and

3. for a loss resulting from any breach of any representation and
warranty contained in Section III of this Agreement.

As used in this Section XIII, the term "Adviser" shall include any
affiliates of the Adviser performing services for the Corporation contemplated
hereby and the directors, officers, employees and other corporate agents of the
Adviser and such affiliates.

A-7
<PAGE> 33

B. Indemnification

In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties hereunder on the part of the
Adviser, to the fullest extent permitted by applicable law, the Corporation
hereby agrees to indemnify and hold the Adviser harmless from and against all
claims, actions, suits and proceedings at law or in equity, whether brought or
asserted by a private party or a governmental agency, instrumentality or entity
of any kind, relating to the sale, purchase, pledge of, advertisement of, or
solicitation of sales or purchases of any security (whether of a Fund or
otherwise) by the Corporation, its officers, directors, employees or agents in
alleged violation of applicable federal, state or foreign laws, rules or
regulations.

XIV. TERM

This Agreement shall not become effective unless and until it is approved:
(a) by the Board, including a majority of directors who are not interested
persons of any party to this Agreement, and (b) by the shareholders of each
Fund. Having been so approved, this Agreement shall come into full force and
effect on the date on which it is executed. This Agreement shall not become
effective as to any subsequently created Fund until it has been approved by the
Board and the shareholders of such Fund. As to each Fund, the Agreement shall
remain in effect (unless terminated as hereinafter provided) until two years
from the date of execution.

XV. RENEWAL

Following the expiration of its initial two-year term, this Agreement shall
continue in force and effect from year to year, so long as such continuance is
specifically approved at least annually:

A. by the vote of a majority of those directors of the Corporation
who are not parties to this Agreement or "interested persons" of any such
party (as such term is used in Section 15(c) of the 1940 Act), cast in
person at a meeting called for the purpose of voting on such approval; and

B. by either the Board or the vote of a majority of the "outstanding
voting securities" (as defined in Section 2(a)(42) of the 1940 Act) of each
Fund; provided, however, that if the shareholders of any Fund fail to
approve the Agreement as provided herein the Adviser may continue to serve
hereunder in the manner and to the extent permitted by the 1940 Act and
rules and regulations thereunder.

XVI. TERMINATION

This Agreement may be terminated as to any Fund at any time, without the
payment of any penalty, by vote of a majority of the directors of the
Corporation or by vote of a majority of the "outstanding voting securities" (as
defined in Section 2(a)(42) of the 1940 Act) of the Corporation or a Fund, on
sixty (60) days' written notice to the Adviser, or by the Adviser at any time
without the payment of any penalty, on sixty (60) days' written notice to the
Corporation. This Agreement will automatically and immediately terminate in the
event of its "assignment," as that term is defined in Section 2(a)(4) of the
1940 Act.

XVII. AMENDMENTS

This Agreement may be amended at any time or from time to time with respect
to any Fund by an instrument in writing signed by a duly authorized officer of
the Corporation and by a duly authorized officer of the Adviser, but no
amendment to this Agreement shall be effective with respect to any Fund until
such amendment is approved:

B. by vote of a majority of the "outstanding voting securities" (as
defined in Section 2(a)(42) of the 1940 Act) of the Fund; provided,
however, that if the shareholders of any Fund fail to approve the

A-8
<PAGE> 34

Agreement as provided herein, the Adviser may continue to serve hereunder
in the manner and to the extent permitted by the 1940 Act and rules and
regulations thereunder.

XVIII. GOVERNING LAW

This Agreement shall be governed by the laws of the State of Maryland,
without regard to conflicts of law principles; provided, however, that nothing
herein shall be construed as being inconsistent with the 1940 Act.

XIX. NOTICE

Any notice, advice or report to be given pursuant to this Agreement shall
be deemed sufficient if delivered by hand, transmitted by electronic facsimile,
or mailed by registered, certified or overnight United States mail, postage
prepaid, or sent by overnight delivery with a recognized courier, addressed by
the party giving notice to the other party at the last address furnished by the
other party:

To the Adviser at: Transamerica Investment Services, Inc.
1150 South Olive Street
Los Angeles, CA 90015

Attn: Corporate Secretary

To the Corporation at:
Transamerica Investors, Inc.
1150 South Olive Street
Los Angeles, CA 90015

Attn: Corporate Secretary

Each such notice, advice or report shall be effective upon receipt or three
days after mailing.

XX. SEVERABILITY

If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby.

XXI. ENTIRE AGREEMENT

This Agreement embodies the entire agreement and understanding between the
parties hereto, and supersedes all prior agreements and understandings relating
to this Agreement's subject matter. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but such
counterparts shall, together, constitute only one instrument.

XXII. 1940 ACT

Where the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is altered by a rule, regulation or order of the
Commission, whether of special or general application, such provision shall be
deemed to incorporate the effect of such rule, regulation or order.

A-9
<PAGE> 35

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first written
above.

TRANSAMERICA INVESTORS, INC.

BY:
----------------------------------

TITLE:

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

ATTEST:

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

TRANSAMERICA INVESTMENT SERVICES,
INC.

BY:

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

TITLE:

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

ATTEST:

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

A-10
<PAGE> 36

SCHEDULE A
TO THE
INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT
BETWEEN
TRANSAMERICA INVESTORS, INC.
AND
TRANSAMERICA INVESTMENT SERVICES, INC.

Pursuant to Section VII of this Agreement, the Corporation shall pay the
Adviser compensation at an effective annual rate as follows:

<TABLE>
<CAPTION>
NAME OF FUND ANNUAL RATE OF COMPENSATION
- ------------ ---------------------------
<S> <C>
Premier Aggressive Growth................................... 0.85% of first $1 billion
0.82% of next $1 billion
0.80% over $2 billion
Premier Small Company....................................... 0.85% of first $1 billion
0.82% of next $1 billion
0.80% over $2 billion
Premier High-Yield Bond..................................... 0.55% of first $1 billion
0.52% of next $1 billion
0.50% over $2 billion
Premier Value............................................... 0.75% of first $1 billion
0.72% of next $1 billion
0.70% over $2 billion
</TABLE>

A-11
<PAGE> 37

[This Page Intentionally Left Blank]
<PAGE> 38

EXHIBIT B

TRANSAMERICA INVESTORS, INC.

INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT

THIS AGREEMENT is made and entered into this day of
, 1999 by and between Transamerica Investors, Inc., a corporation
organized and existing under the laws of the State of Maryland (the
"Corporation"), and Transamerica Investment Services, Inc., a corporation
organized and existing under the laws of the State of Delaware (the "Adviser").

WHEREAS, the Corporation desires to retain the Adviser to render investment
management and administrative services with respect to its Premier Equity Fund,
Premier Index Fund, Premier Bond Fund, Premier Balanced Fund, Premier Cash
Reserve Fund, and such other funds as the Corporation may establish in the
future (the "Funds"); and

WHEREAS, the Adviser is willing to render such services;

NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, the parties hereto agree as follows:

I. APPOINTMENT AND OBLIGATIONS OF THE ADVISER

B-1
<PAGE> 39

II. DUTIES OF THE ADVISER

The Corporation employs the Adviser:

A. to supervise all aspects of the operations of the Corporation and each
Fund, including the supervision and coordination of transfer agency,
custodial and accounting services; provided however, that nothing
herein shall be deemed to relieve or deprive the Board of its
responsibilities for and control of the conduct of the affairs of the
Corporation and each Fund;

B. to provide the Corporation and each Fund with such corporate,
administrative and clerical personnel (including officers of the
Corporation), and services as are reasonably deemed necessary or
advisable by the Board, including the maintenance of certain books and
records of the Corporation and each Fund;

C. to arrange for the periodic preparation, updating filing and
distribution (as applicable) of the Corporation's registration
statement, proxy material, tax returns and required reports to each
Fund's shareholders and the Securities and Exchange Commission (the
"Commission") and other appropriate federal and state regulatory
authorities;

E. to perform other administrative functions for the Corporation as the
Board may deem necessary and appropriate including:

1. computation and publication of each Fund's daily net asset value and
daily income;

2. computation of each Fund's yields and total returns;

3. schedule, plan agendas for, and conduct meeting of the directors and
shareholders;

4. coordinate the efforts of the Corporation's auditors;

5. maintain corporate records not otherwise maintained by the
Corporation's custodian, transfer agent, or accounting agent;

6. monitor state and federal laws as they may apply to the Corporation
and the Funds;

7. prepare for execution and file all the Corporation's federal, state
and local tax returns and required tax filings other than those
required to be made by the Corporation's custodian and transfer
agent; and

8. coordinate the efforts of attorneys providing legal advice relating
to the Corporation;

F. to maintain the Corporation's existence, and during such times as the
shares of the Corporation are publicly offered, maintain the
registration and qualification of the Corporation's shares under
federal and state law,

G. to obtain and evaluate pertinent information about significant
developments, including economic, statistical and financial data
domestic, foreign or otherwise, whether affecting the economy generally
or the Funds in particular, whether concerning the individual issuers
of the securities included in the Funds or the activities in which the
issuers engage, or whether concerning the securities that the Adviser
considers desirable for inclusion in the Funds;

H. to determine in its discretion which issuers and securities are to be
owned or held in the Funds and to report thereon to the Board;

I. to formulate and implement a continuous investment program for each
Fund and regularly report thereon to the Board;

B-2
<PAGE> 40

K. to take, on behalf of the Corporation, all actions which appear to the
Corporation and the Funds necessary to effect the purchase and sale of
securities for the Corporation and the supervisory functions listed
above, including the placing of orders for the purchase and sale of
securities for the Funds; and

L. to arrange for the periodic preparation, updating, filing and
distribution (as applicable) of the Corporation's state registration
statements.

III. REPRESENTATIONS AND WARRANTIES

A. REPRESENTATIONS AND WARRANTIES OF THE ADVISER

The Adviser hereby represents and warrants to the Corporation as follows:

1. Due Incorporation and Organization. The Adviser is duly organized
and is in good standing under the laws of the State of Delaware and
is fully authorized to enter into this Agreement and carry out its
duties and obligations hereunder.

2. Registration. The Adviser is registered as an investment adviser
with the Commission under the Advisers Act, and is registered or
licensed as an investment adviser under the laws of all
jurisdictions in which its activities require it to be so registered
or licensed. The Adviser shall maintain such registration or license
in effect at all times during the term of this Agreement and will
immediately notify the Corporation of the occurrence of any event
that would disqualify the Adviser from serving as an investment
adviser by operation of Section 9(a) of the 1940 Act or otherwise.

3. Best Efforts. The Adviser at all times shall provide its best
judgment and efforts to the Corporation in carrying out its
obligations hereunder.

4. Code of Ethics. The Adviser has adopted a written code of ethics
that complies with the requirements of Rule 17j-1 under the 1940 Act
and will provide the Corporation with a copy of such code of ethics
and all subsequent modifications, together with evidence of its
adoption. At least annually the Adviser will provide the Corporation
with a report describing the implementation of the code of ethics
during the immediately preceding twelve (12) month period.

B. REPRESENTATIONS AND WARRANTIES OF THE CORPORATION AND THE FUNDS

The Corporation, on behalf of the Funds, hereby represents and warrants to
the Adviser as follows:

1. Due Incorporation and Organization. The Corporation has been duly
incorporated under the laws of the state of Maryland and it is
authorized to enter into this Agreement and to carry out its terms.

2. Registration. The Corporation is registered as an investment
company with the Commission under the 1940 Act, and shares of the
Corporation will be registered for offer and sale to the public
under the Securities Act of 1933, as amended (the "1933 Act"), and
all applicable state securities laws. Such registrations shall be
kept in effect during the term of this Agreement.

IV. BROKER-DEALER RELATIONSHIPS

A. FUND TRADES

B-3
<PAGE> 41

execution. The Adviser will engage only those brokers or dealers offering prices
and commission rates it believes are reasonable in relation to the benefits
received.

B. SELECTION OF BROKER-DEALERS

C. AGGREGATION OF SECURITIES PURCHASES

V. CONTROL BY THE BOARD

B-4
<PAGE> 42

VI. COMPLIANCE WITH APPLICABLE REQUIREMENTS

In carrying out its obligations under this Agreement, the Adviser shall at
all times conform to:

A. all applicable provisions of the 1940 Act and the rules and
regulations thereunder;

B. the provisions of the registration statement of the Corporation as
the same may be amended from time to time, under the 1933 Act and
the 1940 Act;

C. the provisions of the Corporation's Articles of Incorporation, as
amended;

D. the provisions of the Bylaws of the Corporation, as amended; and

E. any other applicable provisions of state and federal law.

VII. COMPENSATION

VIII. EXPENSES

The expenses in connection with the management of the Funds shall be
allocable between the Corporation and the Adviser or the Administrator as
follows:

A. EXPENSES OF THE CORPORATION

1. Compensation to be paid to the Adviser pursuant to this Agreement;

2. Interest and taxes;

3. Brokerage commissions and other costs in connection with the
purchase or sale of securities, commodities, and other investments
for the Corporation, including portions of commissions that may be
paid to reflect brokerage research services provided to the
Adviser;

4. Fees and expenses of its directors (other than those who are
"interested persons" of the Corporation or the Adviser);

5. Fees and expenses of the Corporation's independent public
accountants;

6. Transfer agent, custodian, and dividend disbursement agent fees and
expenses;

7. Fees of dividend, accounting and pricing agents appointed by the
Corporation;

B-5
<PAGE> 43

8. Fees and expenses related to the registration and qualification of
the Corporation and its shares for distribution under state and
federal securities laws;

9. All costs attributable to investor services, administering
shareholder accounts and handling shareholder relations (including,
without limitation, telephone and personnel expenses);

10. Fees and assessments of the Investment Company Institute or any
successor organization or other association memberships approved by
the Board;

11. Expenses of preparing and typesetting prospectuses;

12. Expenses of printing and mailing prospectuses sent to existing
shareholders;

13. All expenses incident to the payment of any dividend, distribution,
or redemption, whether in shares of the Fund or in cash;

14. Insurance premiums on property or personnel (including, without
limitation, officers and directors of the Corporation which inure
to its benefit);

15. Such nonrecurring or extraordinary expenses as may arise, including
without limitation, litigation expenses affecting the Corporation
and any indemnification by the Corporation of its officers,
directors or agents with respect thereto;

16. All costs attributable to periodic shareholder reports (including,
without limitation, annual and semi-annual reports);

17. All costs attributable to proxy solicitations;

18. Attorneys' fees of the Corporation; and

19. Such other expenses that the Board, from time to time, determines
are properly payable by the Corporation.

B. EXPENSES OF THE ADVISER OR THE ADMINISTRATOR

The expenses payable by the Adviser or the Administrator are:

1. The salaries, employment benefits and related costs of those
personnel necessary to perform the Adviser's obligations under this
Agreement;

2. The expense of providing office space, equipment and facilities for
the Corporation; and

3. The fees and expenses of all directors of the Corporation who are
"interested persons" (as defined in the 1940 Act) of the Corporation
or of the Adviser and any salaries and employment benefits of the
officers of the Corporation who are affiliated persons of the
Adviser for acting as officers of the Corporation.

IX. EXPENSE PAYMENTS AND LIMITATIONS

B-6
<PAGE> 44

X. REPORTS

XI. NON-EXCLUSIVITY

XII. CERTAIN RECORDS

XIII. LIABILITY OF ADVISER AND INDEMNIFICATION

A. LIABILITY

1. for a loss resulting from willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of
reckless disregard of its obligations and duties hereunder, except
as may otherwise be provided under provisions of applicable state
law which cannot be waived or modified hereby;

2. to the extent specified in Section 36(b) of the 1940 Act concerning
losses resulting from a breach of fiduciary duty with respect to the
Adviser's receipt of compensation; and

3. for a loss resulting from any breach of any representation and
warranty contained in Section III of this Agreement.

B-7
<PAGE> 45

B. INDEMNIFICATION

XIV. TERM

XV. RENEWAL

Following the expiration of its initial two-year term, this Agreement shall
continue in force and effect from year to year, so long as such continuance is
specifically approved at least annually:

A. by the vote of a majority of those directors of the Corporation who
are not parties to this Agreement or "interested persons" of any
such party (as such term is used in Section 15(c) of the 1940 Act),
cast in person at a meeting called for the purpose of voting on such
approval; and

B. by either the Board or the vote of a majority of the "outstanding
voting securities" (as defined in Section 2(a)(42) of the 1940 Act)
of each Fund; provided, however, that if the shareholders of any
Fund fail to approve the Agreement as provided herein, the Adviser
may continue to serve hereunder in the manner and to the extent
permitted by the 1940 Act and rules and regulations thereunder.

XVI. TERMINATION

XVII. AMENDMENTS

This Agreement may be amended at any time or from time to time by an
instrument in writing signed by a duly authorized officer of the Corporation and
by a duly authorized officer of the Adviser, but no amendment to this Agreement
shall be effective until such amendment is approved:

A. by the vote of a majority of those directors of the Corporation who
are not parties to this Agreement or "interested persons" of any
such party (as such term is used in Section 15(c) of the 1940 Act),
cast in person at a meeting called for the purpose of voting on such
approval; and

B. by vote of a majority of the "outstanding voting securities" (as
defined in Section 2(a)(42) of the 1940 Act) of the Corporation;
provided, however, that if the shareholders of any Fund fail to

B-8
<PAGE> 46

approve the Agreement as provided herein, the Adviser may continue
to serve hereunder in the manner and to the extent permitted by the
1940 Act and rules and regulations thereunder.

XVIII. GOVERNING LAW

XIX. NOTICE

To the Adviser at: Transamerica Investment Services, Inc.
1150 South Olive Street
Los Angeles, CA 90015

Attn: Corporate Secretary

To the Corporation at: Transamerica Investors, Inc.
1150 South Olive Street
Los Angeles, CA 90015

Attn: Corporate Secretary

Each such notice, advice or report shall be effective upon receipt or three
days after mailing.

XX. SEVERABILITY

If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby.

XXI. ENTIRE AGREEMENT

This Agreement embodies the entire agreement and understanding between the
parties hereto, and supersedes all prior agreements and understanding relating
to this Agreement's subject matter. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original but such
counterparts shall, together, constitute only one instrument.

B-9
<PAGE> 47

XXII. 1940 ACT

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first written
above.

TRANSAMERICA INVESTORS, INC.

By:
------------------------------------

Title:
------------------------------------

Attest:
- ----------------------------------------------

TRANSAMERICA INVESTMENT SERVICES,
INC.

By:
------------------------------------

Title:
------------------------------------

Attest:
- ----------------------------------------------

B-10
<PAGE> 48

SCHEDULE A
TO THE
INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT
BETWEEN

TRANSAMERICA INVESTORS, INC.

AND
TRANSAMERICA INVESTMENT SERVICES, INC.

Pursuant to Section VII of this Agreement, the Corporation shall pay the
Adviser compensation at an effective annual rate as follows:

<TABLE>
<CAPTION>
NAME OF FUND ANNUAL RATE OF COMPENSATION
------------ -------------------------------
<S> <C>
Premier Equity.............................................. 0.85% of first $1 billion
0.82% of next $1 billion
0.80% over $2 billion
Premier Index............................................... 0.30% of first $1 billion
0.30% of next $1 billion
0.30% over $2 billion
Premier Bond................................................ 0.60% of first $1 billion
0.57% of next $1 billion
0.55% over $2 billion
Premier Balanced............................................ 0.75% of first $1 billion
0.72% of next $1 billion
0.70% over $2 billion
Premier Cash Reserve........................................ 0.35% of first $1 billion
0.35% of next $1 billion
0.35% over $2 billion
</TABLE>

B-11
<PAGE> 49

TRANSAMERICA INVESTORS, INC.
1150 SOUTH OLIVE STREET
LOS ANGELES, CA 90015

The undersigned hereby appoints Nooruddin S. Veerjee and Nicki A. Bair, and
each of them, as proxies of the undersigned (the "Proxies"), each with full
power to appoint his or her substitute, and hereby authorizes each of them to
represent and vote all the shares of common stock of the Fund set forth on the
reverse side of this proxy, held of record as of May 10, 1999 at the Special
Meeting of Shareholders to be held at the executive offices of the Corporation,
1150 South Olive Street, Los Angeles, CA 90015 on June 16, 1999, at 10 a.m.
(Pacific Time), and at any and all of the adjournments(s) or postponements(s)
thereof.

THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS OF THE CORPORATION.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR APPROVAL OF THE NEW INVESTMENT ADVISORY AGREEMENT. In their
discretion, the Proxies are each authorized to vote upon such other business as
may properly come before the meeting and any adjournments or postponements of
the meeting unless otherwise prohibited by the undersigned. A shareholder
wishing to vote in accordance with the Board of Directors' recommendation need
only sign and date this proxy and return it in the envelope provided.

The undersigned hereby acknowledge(s) receipt of a copy of the accompanying
Notice of a Special Meeting of Shareholders and the Proxy Statement with respect
thereto and hereby revoke(s) any proxy or proxies heretofore given. This proxy
may be revoked at any time before it is exercised.

PLEASE VOTE, DATE AND SIGN ON REVERSE AND PROMPTLY RETURN THIS PROXY IN THE
ENCLOSED ENVELOPE.

Note: Please sign exactly as the name(s) appear(s) on this proxy card. When
signing as attorney, executor, administrator, trustee, or guardian, please give
full title as such. If signing for a corporation, please sign in full corporate
name by President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.

<TABLE>
<S> <C>
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- ------------------------------------------------------------ ------------------------------------------------------------
- ------------------------------------------------------------ ------------------------------------------------------------
- ------------------------------------------------------------ ------------------------------------------------------------
</TABLE>
<PAGE> 50

PLEASE MARK VOTES
X
AS IN THIS EXAMPLE

- ------------------------------------------------------------
TRANSAMERICA INVESTORS, INC.
- ------------------------------------------------------------

CONTROL NUMBER:

RECORD DATE SHARES:

<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>

1. To approve the new investment [ ] [ ] [ ]
advisory agreement between the
Fund and Transamerica Investment
Services, Inc.
</TABLE>

PLEASE SIGN EXACTLY AS NAME APPEARS TO THE LEFT. WHEN SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE, OR GUARDIAN, PLEASE
GIVE FULL TITLE AS SUCH. IF SIGNING FOR A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED
OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.

Mark box at right if an address change or comment has
been noted on the reverse side of this card. [ ]

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

PLEASE BE SURE TO SIGN AND DATE THIS PROXY. DATE

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

--SHAREHOLDER SIGN HERE-- --CO-OWNER SIGN HERE--
- ------------------------------------------------------------

<PAGE> 51

TRANSAMERICA INVESTORS, INC. (PREMIER FUNDS)

Questions and Answers for Proxy Solicitation Purposes - May 19, 1999

1. What is this document that I received in the mail?

You received a proxy statement, which asks you to approve a new investment
advisory agreement and a proxy card that you should use to vote on the
approval.

2. What is the investment advisory agreement?

That is the agreement under which Transamerica Investment Services manages
the securities portfolio and provides other business services to your fund.

3. Why am I being asked to approve a new investment advisory agreement?

Transamerica Corporation, the parent company of the investment adviser of
your fund, has agreed to be acquired by AEGON, a Netherlands insurance
company that owns other U.S. insurance companies. Under the U.S. law that
regulates mutual funds, the investment advisory agreement automatically
terminates when the investment adviser or, in this case, its parent
company, is sold. In order for Transamerica Investment Services to continue
to act as investment adviser to your fund, the shareholders must vote to
approve a new advisory agreement.

4. Will the sale of Transamerica affect the way that my fund is managed?

The current plan is to maintain the facilities and organization of the
adviser as they relate to your fund.

5. Will fees increase? Are there any substantive changes to the investment
advisory agreement?

No. The advisory fee rates will remain the same. In addition, the
investment advisory agreement is, in all material respects, identical to
the agreement that is presently in place.

6. What action do I need to take now?

Your fund's Board of Directors has recommended that you vote to approve the
investment advisory agreement. You should read the proxy statement, vote
your shares by marking the proxy card to approve the agreement if that is
your intention, then place the proxy card in the envelope provided and send
it back to us.

7. What happens if the investment advisory agreement is not approved?

It would be up to the Board of Directors to decide how to best provide for
the continued management of your fund in that case. In order to avoid any
possible disruption to your fund, we are encouraging you to take the time
to read the proxy statement, fill out the proxy card and send it back to
us.

Should you have any further questions, please contact Georgeson & Company
at 800-223-2064.