TRANSAMERICA INVESTORS INC, 497, 1999-05-07

TRANSAMERICA INVESTORS INC
497, 1999-05-07

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Transamerica Premier Funds - Class A and Class M Shares

Prospectus: May 1, 1999

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

Combined Equity & Fixed Income Fund
Transamerica Premier Balanced Fund

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

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

<PAGE>

Table of Contents Page

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

</TABLE>

<PAGE>

The Funds at a Glance

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

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

Transamerica Premier Aggressive Growth Fund

The Fund seeks to maximize long-term growth.

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

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

The Fund is intended for investors who have the perspective, patience, and
financial ability to take on above-average stock market volatility in a focused
pursuit of long-term capital growth.

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

[GRAPHIC OMITTED]

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

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

Transamerica Premier Equity Fund

The Fund seeks to maximize long-term growth.

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

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

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

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

Transamerica Premier Index Fund

The Fund seeks to track the performance of the Standard & Poor's 500 Composite
Stock Price Index, also known as the S&P 500 Index.

It attempts to reproduce the overall investment characteristics of the S&P 500
Index by using a combination of management techniques. Its stock purchases
reflect the S&P 500 Index, but it makes no attempt to forecast general market
movements. The Index is composed of 500 common stocks that are chosen by
Standard & Poor's Corporation.

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

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

o Best calendar quarter:
Class A: 21.05% for quarter ending 12/31/98
Class M: 21.03% for quarter ending 12/31/98
o Worst calendar quarter:
Class A: -10.01% for quarter ending 9/30/98
Class M: -10.01% for quarter ending 9/30/98

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

Transamerica Premier Small Company Fund

The Fund seeks to maximize long-term growth.

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

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

The Fund is intended for investors who have the perspective, patience, and
financial ability to take on above-average stock market volatility in a focused
pursuit of long-term capital growth.

o Best calendar quarter:
Class A: 51.55% for quarter ending 12/31/98
Class M: 51.34% for quarter ending 12/31/98
o Worst calendar quarter:
Class A: -15.64% for quarter ending 9/30/98
Class M: -15.64% for quarter ending 9/30/98

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

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

Transamerica Premier Value Fund

The Fund seeks to maximize capital appreciation.

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

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

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

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

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

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

Transamerica Premier Balanced Fund
The Fund seeks to achieve long-term capital growth and current income with a
secondary objective of capital preservation, by balancing investments among
stocks, bonds, and cash or cash equivalents.

It invests primarily in a diversified selection of common stocks, bonds, and
money market instruments and other short-term debt securities of all sizes.
Generally 60% to 70% of the assets are invested in equities following the
Premier Equity Fund strategies, and the remaining assets invested in bonds
following the Premier Bond Fund strategies.

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

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

o Best calendar quarter:
Class A: 21.72% for quarter ending 6/30/97
Class M: 21.64% for quarter ending 6/30/97
o Worst calendar quarter:
Class A: -2.79% for quarter ending 12/31/97
Class M: -2.85% for quarter ending 12/31/97

Average Annual Total Returns Since Inception (as of 12/31/98)
Since Inception
1 year 3 Years (10/2/95)
Premier Balanced Fund
Class A 22.45% 23.99% 22.70%
Premier Balanced Fund
Class M 27.56% 25.47% 24.03%
S&P 500 Index* 28.58% 28.23% 28.06%
Lehman Brothers
Government/Corporate
Bond Index** 9.47% 7.33% 8.25%
* The Standard and Poor's 500 Index (S&P 500) consists of 500 widely held,
publicly traded common stocks.
** The Lehman Brothers Government/Corporate Bond Index is a broad-based
unmanaged index of government and corporate bonds with maturities of 10 years or
longer that are rated investment grade or higher by Moody's Investor Services,
Inc. or Standard & Poor's Corporation.

Transamerica Premier Bond Fund
The Fund seeks to achieve a high total return (income plus capital changes) from
fixed income securities consistent with preservation of principal.

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

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

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

o Best calendar quarter:
Class A: 4.52% for quarter ending 9/30/95
Class M: 4.46% for quarter ending 9/30/95
o Worst calendar quarter:
Class A: -3.80% for quarter ending 12/31/95
Class M: -3.86% for quarter ending 12/31/95

Average Annual Total Returns Since Inception (as of 12/31/98)
Since Inception
1 year 3 Years (10/2/95)
Premier Bond Fund
Class A 4.17% 4.96% 6.01%
Premier Bond Fund
Class M 8.21% 6.12% 7.07%
Lehman Brothers
Government/Corporate
Bond Index* 9.47% 7.33% 8.25%
* The Lehman Brothers Government/Corporate Bond Index is a broad-based unmanaged
index of government and corporate bonds with maturities of 10 years or longer
that are rated investment grade or higher by Moody's Investor Services, Inc. or
Standard & Poor's Corporation.

Transamerica Premier Cash Reserve Fund
The Fund seeks to maximize current income from money market securities
consistent with liquidity and preservation of principal.

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

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

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

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

o Best calendar quarter:
Class A: 1.30% for quarter ending 9/30/95
Class M: 1.24% for quarter ending 9/30/95
o Worst calendar quarter:
Class A: 1.19% for quarter ending 6/30/96
Class M: 1.13% for quarter ending 6/30/96

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

<PAGE>

Fees and Expenses

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

Shareholder Transaction Expenses

- ----------------------------- ------------------ ----------------------- ----------------- -----------------
Transamerica Premier Maximum Sales Maximum Con-tingent Sales Charge on Exchange Fee
Fund/Class Charge1 Deferred Sales Reinvested
(as a percentage Charge2 Dividends
of offering (as a percentage of
price) the lower of original
purchase price or
redemption proceeds)
Aggressive Growth Fund
<S> <C> <C> <C> <C>
Class A 5.25% none none none
Class M 1.00% none none none
Small Company Fund
Class A 5.25% none none none
Class M 1.00% none none none
Equity Fund
Class A 5.25% none none none
Class M 1.00% none none none
Value Fund
Class A 5.25% none none none
Class M 1.00% none none none
Index Fund
Class A 5.25% none none none
Class M 1.00% none none none
Balanced Fund
Class A 5.25% none none none
Class M 1.00% none none none
Bond Fund
Class A 4.75% none none none
Class M 1.00% none none none
Cash Reserve Fund
Class A none none none 5.25%3
Class M none none none 1.00%3
- ----------------------------- ------------------ ----------------------- ----------------- -----------------

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

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

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

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

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

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

1 Sales charges are reduced for purchases of $50,000 or more. The Funds may sell
the Class A Shares at net asset value to certain persons. See "Buying and
Selling Shares" on page 25. 2 A contingent deferred sales charge of 1.00% is
assessed on redemptions of Class A Shares and Class M Shares made within 24
months following their purchases made at net asset value. See "Buying and
Selling Shares" on page 25. 3 An exchange of the Cash Reserve Fund shares for
Class A Shares of another Fund is subject to the initial sales charge, if
applicable, unless the Cash Reserve Fund shares were acquired by an exchange
from other Class A Shares or by reinvestment or cross reinvestment of dividends.
The fee is 5.25% for all Funds except the Premier Bond Fund which is 4.75%.. 4
The Investment Adviser may waive part or all of the Adviser Fee to keep the
total operating expenses from exceeding the amount shown in the table. See
footnote 7 below. See "Adviser Fee" on page 34 for additional information. 5
After a substantial period, these expenses may total more than the maximum sales
charge that would have been permissible if imposed as an initial sales charge. 6
"Other Expenses" are those incurred after any reimbursements to the Fund by the
Administrator. See "Administrator" on page 31. Other expenses include expenses
not covered by the adviser fee or the 12b-1 Fee. Expenses for all Funds are
based on actual expenses incurred during 1998. 7 "Total Operating Expenses"
include Adviser Fees, 12b-1 Fees, and other expenses that a Fund incurs. The
Investment Adviser has agreed to waive that part of its Adviser Fee and the
Administrator has agreed to assume any other operating expenses to ensure that
annualized expenses for each Fund (other than interest, taxes, brokerage
commissions and extraordinary expenses) will not exceed the following
percentages for the Class A and Class M Shares, respectively: 1.50%/1.75% for
the Aggressive Growth Fund, 1.50%/1.75% for the Small Company Fund, 1.60%/1.85%
for the Equity Fund, 1.30%/1.55% for the Value Fund, 0.50%/0.75% for the Index
Fund, 1.55%/1.80% for the Balanced Fund, 1.40%/1.65% for the Bond Fund, and
0.60%/0.85% for the Cash Reserve Fund. The Administrator may, from time to time,
assume additional expenses. Fee waivers and expense assumption arrangements,
which may be terminated at any time without notice, will increase a Fund's
yield. 8 The expenses in the example assume no fees for IRA or SEP accounts.

<PAGE>

The Funds in Detail

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

Premier Aggressive Growth Fund

Ticker Symbol, Investor Shares: TPAGX

Goal
Our goal is to maximize long-term growth.

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

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

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

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

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

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

Premier Equity Fund

Ticker Symbol, Investor Shares: TEQUX

Goal
Our goal is to maximize long-term growth.

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

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

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

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

Premier Index Fund

Ticker Symbol, Investor Shares: TPIIX

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

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

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

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

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

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

Premier Small Company Fund

Ticker Symbol, Investor Shares: TPSCX

Goal
Our goal is to maximize long-term growth.

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

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

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

We may also invest in debt securities.

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

Premier Value Fund
Ticker Symbol, Investor Shares: TPVIX

Goal
Our goal is to maximize capital appreciation.

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

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

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

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

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

Premier Balanced Fund
Ticker Symbol, Investor Shares: TBAIX

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

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

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

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

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

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

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

Premier Bond Fund
Ticker Symbol, Investor Shares: TPBIX

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

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

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

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

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

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

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

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

Premier Cash Reserve Fund
Ticker Symbol, Investor Shares: TPCXX

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

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

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

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

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

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

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

Investment Adviser

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

Transamerica Premier Funds - Class A and Class M Shares

Prospectus: May 1, 1999

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

Combined Equity & Fixed Income Fund
Transamerica Premier Balanced Fund

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

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

<PAGE>

Table of Contents Page

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

</TABLE>

<PAGE>

The Funds at a Glance

Transamerica Premier Aggressive Growth Fund

The Fund seeks to maximize long-term growth.

The Fund is intended for investors who have the perspective, patience, and
financial ability to take on above-average stock market volatility in a focused
pursuit of long-term capital growth.

Transamerica Premier Equity Fund

The Fund seeks to maximize long-term growth.

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

Transamerica Premier Index Fund

The Fund seeks to track the performance of the Standard & Poor's 500 Composite
Stock Price Index, also known as the S&P 500 Index.

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

Transamerica Premier Small Company Fund

The Fund seeks to maximize long-term growth.

The Fund is intended for investors who have the perspective, patience, and
financial ability to take on above-average stock market volatility in a focused
pursuit of long-term capital growth.

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

Transamerica Premier Value Fund

The Fund seeks to maximize capital appreciation.

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

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

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

Transamerica Premier Bond Fund
The Fund seeks to achieve a high total return (income plus capital changes) from
fixed income securities consistent with preservation of principal.

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

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

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

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

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

o Best calendar quarter:
Class A: 8.60% for quarter ending 3/31/91
Class M: 8.54% for quarter ending 3/31/91
o Worst calendar quarter:
Class A: -2.80% for quarter ending 9/30/98
Class M: -2.86% for quarter ending 9/30/98

Average Annual Total Returns Since Inception (as of 12/31/98)
Since Inception
1 year 5 Years (9/1/90)
Premier High Yield
Bond Fund, Class A* 0.08% 8.65% 12.36%
Premier High Yield
Bond Fund, Class M* 4.31% 9.34% 12.67%
Merrill Lynch High Yield
Master Index ** 3.66% 9.01% 9.97%
* Effective 6/30/98, the Transamerica High Yield Bond Fund (separate account)
exchanged all of its assets for shares in the Transamerica Premier High Yield
Bond Fund (Fund). The inception date of the Fund is considered to be 9/1/90, the
separate account inception date. The performance prior to 6/30/98 is the
separate account's performance recalculated to reflect the actual fees and
expenses of the Fund. Transamerica Premier Cash Reserve Fund The Fund seeks to
maximize current income from money market securities consistent with liquidity
and preservation of principal.

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

<PAGE>

Fees and Expenses

Shareholder Transaction Expenses

- ----------------------------- ------------------ ----------------------- ----------------- -----------------
Transamerica Premier Maximum Sales Maximum Con-tingent Sales Charge on Exchange Fee
Fund/Class Charge1 Deferred Sales Reinvested
(as a percentage Charge2 Dividends
of offering (as a percentage of
price) the lower of original
purchase price or
redemption proceeds)
Aggressive Growth Fund
<S> <C>
Class A 5.25% none none none
Class M 1.00% none none none
Small Company Fund
Class A 5.25% none none none
Class M 1.00% none none none
Equity Fund
Class A 5.25% none none none
Class M 1.00% none none none
Value Fund
Class A 5.25% none none none
Class M 1.00% none none none
Index Fund
Class A 5.25% none none none
Class M 1.00% none none none
Balanced Fund
Class A 5.25% none none none
Class M 1.00% none none none
High Yield Bond Fund
Class A 5.25% none none none
Class M 1.00% none none none
Bond Fund
Class A 4.75% none none none
Class M 1.00% none none none
Cash Reserve Fund
Class A none none none 5.25%3
Class M none none none 1.00%3
- ----------------------------- ------------------ ----------------------- ----------------- -----------------

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

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

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

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

1 Sales charges are reduced for purchases of $50,000 or more. The Funds may sell
the Class A Shares at net asset value to certain persons. See "Buying and
Selling Shares" on page 25. 2 A contingent deferred sales charge of 1.00% is
assessed on redemptions of Class A Shares and Class M Shares made within 24
months following their purchases made at net asset value. See "Buying and
Selling Shares" on page 25. 3 An exchange of the Cash Reserve Fund shares for
Class A Shares of another Fund is subject to the initial sales charge, if
applicable, unless the Cash Reserve Fund shares were acquired by an exchange
from other Class A Shares or by reinvestment or cross reinvestment of dividends.
The fee is 5.25% for all Funds except the Premier Bond Fund which is 4.75%.. 4
The Investment Adviser may waive part or all of the Adviser Fee to keep the
total operating expenses from exceeding the amount shown in the table. See
footnote 7 below. See "Adviser Fee" on page 34 for additional information. 5
After a substantial period, these expenses may total more than the maximum sales
charge that would have been permissible if imposed as an initial sales charge. 6
"Other Expenses" are those incurred after any reimbursements to the Fund by the
Administrator. See "Administrator" on page 31. Other expenses include expenses
not covered by the adviser fee or the 12b-1 Fee. Expenses for all Funds are
based on actual expenses incurred during 1998. 7 "Total Operating Expenses"
include Adviser Fees, 12b-1 Fees, and other expenses that a Fund incurs. The
Investment Adviser has agreed to waive that part of its Adviser Fee and the
Administrator has agreed to assume any other operating expenses to ensure that
annualized expenses for each Fund (other than interest, taxes, brokerage
commissions and extraordinary expenses) will not exceed the following
percentages for the Class A and Class M Shares, respectively: 1.50%/1.75% for
the Aggressive Growth Fund, 1.50%/1.75% for the Small Company Fund, 1.60%/1.85%
for the Equity Fund, 1.30%/1.55% for the Value Fund, 0.50%/0.75% for the Index
Fund, 1.55%/1.80% for the Balanced Fund, 0.90%/1.15% for the High Yield Bond
Fund, 1.40%/1.65% for the Bond Fund, and 0.60%/0.85% for the Cash Reserve Fund.
The Administrator may, from time to time, assume additional expenses. Fee
waivers and expense assumption arrangements, which may be terminated at any time
without notice, will increase a Fund's yield. 8 The expenses in the example
assume no fees for IRA or SEP accounts.

<PAGE>

The Funds in Detail

Premier Aggressive Growth Fund

Ticker Symbol, Investor Shares: TPAGX

Goal
Our goal is to maximize long-term growth.

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

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

Premier Equity Fund

Ticker Symbol, Investor Shares: TEQUX

Goal
Our goal is to maximize long-term growth.

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

Premier Index Fund

Ticker Symbol, Investor Shares: TPIIX

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

Premier Small Company Fund

Ticker Symbol, Investor Shares: TPSCX

Goal
Our goal is to maximize long-term growth.

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

We may also invest in debt securities.

Premier Value Fund
Ticker Symbol, Investor Shares: TPVIX

Goal
Our goal is to maximize capital appreciation.

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

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

Premier Balanced Fund
Ticker Symbol, Investor Shares: TBAIX

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

Premier Bond Fund
Ticker Symbol, Investor Shares: TPBIX

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

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

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

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

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

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

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

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

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

Premier Cash Reserve Fund
Ticker Symbol, Investor Shares: TPCXX

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

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

Investment Adviser

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

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

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

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

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

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

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

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

<PAGE>

Statement of Additional Information - May 1, 1999

Transamerica Premier Funds

Class A Shares and Class M Shares

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

Combined Equity & Fixed Income Fund
Transamerica Premier Balanced Fund

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

About the Statement of Additional Information
Transamerica Investors, Inc. (Company) is an open-end, management investment
company of the series type offering a number of portfolios, known collectively
as the Transamerica Premier Funds. This Statement of Additional Information
(SAI) pertains to the Class A Shares and Class M Shares of the Transamerica
Premier Funds (Fund or Funds) listed above. Each Fund is managed separately and
has its own investment objective, strategies and policies. Each class of each
Fund has its own levels of expenses and charges. The minimum initial investment
is $10,000 per Fund, except for qualified pension plans. This SAI contains
information additional to that available in the Prospectus described below.
Please refer to the Prospectus first, then to this document. Please read it
carefully. Save it for future reference.

About the Prospectus
This Statement of Additional Information should be read in connection with the
current Prospectus dated May 1, 1999. The Prospectus is available without charge
from your sales representative.

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

Contents Page
Investment Goals and Policies............................ 2
Investment Restrictions.................................. 15
Management of the Company................................ 18
Purchase and Redemption of Shares........................ 24
Brokerage Allocation..................................... 30
Determination of Net Asset Value......................... 32
Performance Information.................................. 33
Taxes.................................................... 37
Other Information........................................ 38
Financial Statements..................................... 39
Appendix A: Description of Corporate Bond Ratings..................... 40
Appendix B: Description of Fixed-Income Instruments.................. 42

Investment Goals and Policies

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

The achievement of each Fund's investment goal will depend on market conditions
generally and on the analytical and portfolio management skills of the
Investment Adviser. There can be no assurance that the investment goal of any of
the Funds will be achieved.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Illiquid investments include restricted securities, repurchase agreements that
mature in more than seven days, fixed time deposits that mature in more than
seven days and participation interests in loans. These investments may be
difficult to sell quickly for their fair market value.

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

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

Certain restricted securities that are not registered for sale to the general
public but that can be resold to institutional investors under Rule 144A may not
be considered illiquid if a dealer or institutional trading market exists. The
institutional trading market is relatively new. However, liquidity of a Fund's
investments could be impaired if trading for these securities does not further
develop or declines. The Investment Adviser determines the liquidity of Rule
144A securities under guidelines approved by the Board. Derivatives Each Fund,
except for Transamerica Premier Cash Reserve Fund, may use options, futures,
forward contracts, and swap transactions (derivatives). The Funds may purchase,
or write, call or put options on securities or on indexes (options) and may
enter into interest rate or index futures contracts for the purchase or sale of
instruments based on financial indexes (futures contracts), options on futures
contracts, forward contracts, and interest rate swaps and swap-related products.

By investing in derivatives, the Investment Adviser may seek to protect a Fund
against potentially unfavorable movements in interest rates or securities
prices, or attempt to adjust a Fund's exposure to changing securities prices,
interest rates, or other factors that affect securities values. This is done in
an attempt to reduce a Fund's overall investment risk. Although it will not
generally be a significant part of a Fund's strategies, the Investment Adviser
may also use derivatives to enhance returns. Opportunities to enhance returns
arise when the derivative does not reflect the fair value of the underlying
securities.
None of the Funds will use derivatives for leverage.

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

The Transamerica Premier Bond Fund and Transamerica Premier Balanced Fund may
invest in derivatives with respect to no more than 20% of each Fund's assets;
Transamerica Premier Index Fund may invest with respect to no more than 35% of
its assets. The Board will closely monitor the Investment Adviser's use of
derivatives in each of the Funds to assure they are used in accordance with the
investment objectives of each Fund.

Options on Securities and Securities Indexes
The Funds may write (i.e., sell) covered call and put options on any securities
in which they may invest. A call option written by a Fund obligates the Fund to
sell specified securities to the holder of the option at a specified price if
the option is exercised at any time before the expiration date. A Fund would
normally write a call option in anticipation of a decrease in the market value
of securities of the type in which it may invest. All call options written by a
Fund are covered, which means that the Fund will own the securities subject to
the option so long as the option is outstanding. A Fund's purpose in writing
covered call options is to realize greater income than would be realized on
securities transactions alone. However, by writing the call option a Fund might
forgo the opportunity to profit from an increase in the market price of the
underlying security.

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

In addition, a Fund may cover a written call option or put option by maintaining
liquid securities in a segregated account with its custodian or by purchasing an
offsetting option or any other option which, by virtue of its exercise price or
otherwise, reduces the Fund's net exposure on its written option position. A
Fund may also write (sell) covered call and put options on any securities index
composed of securities in which it may invest. Options on securities indexes are
similar to options on securities, except that the exercise of securities index
options requires cash payments and does not involve the actual purchase or sale
of securities. In addition, securities index options are designed to reflect
price fluctuations in a group of securities or segment of the securities market
rather than price fluctuations in a single security.

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

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

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

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

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

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

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

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

The Funds may purchase and sell both options that are traded on U.S., United
Kingdom, and other exchanges and options traded over-the-counter with
broker-dealers who make markets in these options. The ability to terminate
over-the-counter options is more limited than with exchange-traded options and
may involve the risk that broker-dealers participating in such transactions will
not fulfill their obligations. Until such time as the staff of the SEC changes
its position, a Fund will treat purchased over-the-counter options and all
assets used to cover written over-the-counter options as illiquid securities,
except that with respect to options written with primary dealers in U.S.
government securities pursuant to an agreement requiring a closing purchase
transaction at a formula price, the amount of illiquid securities may be
calculated with reference to the formula.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

By entering into swap transactions, a Fund may be able to protect the value of a
portion of its securities against declines in market value. A Fund may also
enter into swap transactions to facilitate implementation of allocation
strategies between different market segments or to take advantage of market
opportunities which may arise from time to time.

A Fund may be able to enhance its overall performance if the return offered by
the other party to the swap transaction exceeds the return swapped by the Fund.
However, there can be no assurance that the return a Fund receives from the
counterparty to the swap transaction will exceed the return it swaps to that
party.

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

Swap agreements are considered to be illiquid by the SEC staff and will be
subject to the limitations on illiquid investments. See "Restricted and Illiquid
Securities."

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

Interest Rate Swaps The Funds may enter into interest rate swaps for hedging
purposes and non-hedging purposes. Since swaps are entered into for good faith
hedging purposes or are offset by a segregated account as described below, the
Investment Adviser believes that swaps do not constitute senior securities as
defined in the Investment Company Act of 1940, as amended (1940 Act) and,
accordingly, will not treat them as being subject to the Fund's borrowing
restrictions. The net amount of the excess, if any, of a Fund's obligations over
its entitlement with respect to each interest rate swap will be accrued on a
daily basis and an amount of cash or other liquid securities having an aggregate
net asset value at least equal to such accrued excess will be maintained in a
segregated account by the Fund's custodian. A Fund will not enter into any
interest rate swap unless the credit quality of the unsecured senior debt or the
claims-paying ability of the other party to the swap is considered to be
investment grade by the Investment Adviser. If there is a default by the other
party to such a transaction, a Fund will have contractual remedies pursuant to
the agreement. The swap market has grown substantially in recent years with a
large number of banks and investment banking firms acting both as principals and
as agents utilizing standardized swap documentation. As a result, the swap
market has become relatively liquid in comparison with the markets for other
similar instruments which are traded in the interbank market.

Foreign Securities
The Funds may invest in foreign securities. The Transamerica Premier Index Fund
invests only in American Depositary Receipts (ADRs) that are selected by the
Standard & Poor's Corporation to be included in the S&P 500 Index. Foreign
securities, other than ADRs, will be held in custody by State Street London
Limited, who will handle transactions with the transnational depositories
Euroclear and Cedel.

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

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

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

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

Purchase of When-Issued Securities
The Funds may enter into firm commitment agreements for the purchase of
securities on a specified future date. Thus, the Funds may purchase, for
example, new issues of fixed-income instruments on a when-issued basis, whereby
the payment obligation, or yield to maturity, or coupon rate on the instruments
may not be fixed at the time of the transaction. A Fund will not purchase
securities on a when-issued basis if, as a result, more than 15% of the Fund's
net assets would be so invested. In addition, the Funds may invest in
asset-backed securities on a delayed delivery basis. This reduces the Funds'
risk of early repayment of principal, but exposes the Funds to some additional
risk that the transaction will not be consummated.

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

Segregated Accounts
In connection with when-issued securities, firm commitment agreements, futures,
the writing of options, and certain other transactions in which a Fund incurs an
obligation to make payments in the future, such Fund may be required to
segregate assets with its custodian in amounts sufficient to settle the
transaction. To the extent required, such segregated assets will consist of
liquid securities.

Lending of Securities
Subject to investment restriction number 2 titled "Lending" (relating to loans
of securities), as a means to earn additional income a Fund may lend its
securities to brokers and dealers that are not affiliated with the Investment
Adviser, are registered with the Commission and are members of the NASD, and
also to certain other financial institutions. All loans will be fully
collateralized. In connection with the lending of its securities, a Fund will
receive as collateral cash, securities issued or guaranteed by the United States
government (i.e., Treasury securities), or other collateral permitted by
applicable law, which at all times while the loan is outstanding will be
maintained in amounts equal to at least 102% of the current market value of the
loaned securities, or such lesser percentage as may be permitted by applicable
law, as reviewed daily. A Fund lending its securities will receive amounts equal
to the interest or dividends paid on the securities loaned and in addition will
expect to receive a portion of the income generated by the short-term investment
of cash received as collateral or, alternatively, where securities or a letter
of credit are used as collateral, a lending fee paid directly to the Fund by the
borrower of the securities. Such loans will be terminable by the Fund at any
time and will not be made to affiliates of the Investment Adviser. A Fund may
terminate a loan of securities in order to regain record ownership of, and to
exercise beneficial rights related to, the loaned securities, including but not
necessarily limited to voting or subscription rights, and may, in the exercise
of its fiduciary duties, terminate a loan in the event that a vote of holders of
those securities is required on a material matter. The Fund must have the right
to call the loan and obtain the securities loaned at any time on three days
notice. This includes the right to call the loan to enable the Fund to execute
shareholder voting rights. Such loans cannot exceed one-third of the Fund's net
assets taken at market value. Interest on loaned securities cannot exceed 10% of
the annual gross income of the Fund (without offset for realized capital gains).
A Fund may pay reasonable fees to persons unaffiliated with the Fund for
services or for arranging such loans. Loans of securities will be made only to
firms deemed creditworthy.

A Fund lending securities will incur credit risks as with any extension of
credit. The Fund risks delay in recovering the loaned securities should the
borrower of securities default, become the subject of bankruptcy proceedings, or
otherwise be unable to fulfill its obligations or fail financially. Lending
securities to broker-dealers and institutions could result in a loss or a delay
in recovering the Fund's securities.

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

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

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

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

Borrowing Policies of the Funds
The Funds may borrow money from banks or engage in reverse repurchase
agreements, for temporary or emergency purposes. Each Fund may borrow up to
one-third of the Fund's total assets. To secure borrowings, each Fund may
mortgage or pledge securities in an amount up to one-third of the Fund's net
assets. If a Fund borrows money, its share price may be subject to greater
fluctuation until the borrowing is paid off. The Fund will not make any
additional investments, other than reverse repurchase agreements, while the
level of the borrowing exceeds 5% of the Fund's total assets. Variable Rate,
Floating Rate, or Variable Amount Securities The Funds may invest in variable
rate, floating rate, or variable amount securities. These are short-term
unsecured promissory notes issued by corporations to finance short-term credit
needs. They are interest-bearing notes on which the interest rate generally
fluctuates on a scheduled basis.

Short-term corporate obligations may also include variable amount master demand
notes. Variable amount master notes are obligations that permit the investment
of fluctuating amounts by a Fund at varying rates of interest pursuant to direct
arrangements between the Fund, as lender, and the borrower. These notes permit
daily changes in the amounts borrowed. The Fund has the right to increase the
amount under the note at any time up to the full amount provided by the note
agreement, or to decrease the amount, and the borrower may repay up to the full
amount of the note without penalty. The borrower is typically a large industrial
or finance company which also issues commercial paper. Typically these notes
provide that the interest rate is set daily by the borrower. The rate is usually
the same or similar to the interest rate on commercial paper being issued by the
borrower. Because variable amount master notes are direct lending arrangements
between the lender and borrower, it is not generally contemplated that such
instruments will be traded, and there is no secondary market for these notes,
although they are redeemable (and thus immediately repayable by the borrower) at
the face value, plus accrued interest, at any time. Accordingly, a Fund's right
to redeem is dependent on the ability of the borrower to pay principal and
interest on demand. In connection with master demand note arrangements, the Fund
considers earning power, cash flow, and other liquidity ratios of the issuer.
The Funds will only invest in master demand notes of U.S. issuers. While master
demand notes, as such, are not typically rated by credit rating agencies, if not
so rated the Funds may invest in them only if at the time of an investment the
issuer meets the criteria set forth in the Prospectus for all other commercial
paper issuers. A Fund will not invest more than 25% of its assets in master
demand notes.

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

Securities underlying repurchase agreements will be limited to certificates of
deposit, commercial paper, bankers' acceptances, or obligations issued or
guaranteed by the United States government or its agencies or instrumentalities,
in which the Fund may otherwise invest. A Fund will not invest in repurchase
agreements maturing in more than seven days if that would result in more than
10% of the Fund's net assets being so invested when taking into account the
remaining days to maturity of its existing repurchase agreements.

Reverse Repurchase Agreements and Leverage
The Funds may enter into reverse repurchase agreements with Federal Reserve
member banks and U.S. securities dealers from time to time. In a reverse
repurchase transaction the Fund sells securities and simultaneously agrees to
repurchase them at a price which reflects an agreed-upon rate of interest. The
Fund will use the proceeds of reverse repurchase agreements to make other
investments which either mature or are under an agreement to resell at a date
simultaneous with, or prior to, the expiration of the reverse repurchase
agreement. The Fund may utilize reverse repurchase agreements only if the
interest income to be earned from the investment proceeds of the transaction is
greater than the interest expense of the reverse repurchase transaction.

Reverse repurchase agreements are a form of leverage which increases the
opportunity for gain and the risk of loss for a given change in market value. In
addition, the gains or losses will cause the net asset value of a Fund's shares
to rise or fall faster than would otherwise be the case. There may also be a
risk of delay in the recovery of the underlying securities if the opposite party
has financial difficulties. A Fund's obligations under all borrowings, including
reverse repurchase agreements, will not exceed one-third of the Fund's net
assets.

The use of reverse repurchase agreements is included in the Fund's borrowing
policy and is subject to the limits of Section 18(f)(1) of the 1940 Act. During
the time a reverse repurchase agreement is outstanding, each Fund that has
entered into such an agreement maintains a segregated account with its Custodian
containing cash or other liquid securities having a value at least equal to the
repurchase price under the reverse repurchase agreement.

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

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

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

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

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

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

Special Situations
The Funds may invest in "special situations" from time to time. A special
situation arises when, in the opinion of the Investment Adviser, the securities
of a particular issuer will be recognized and appreciate in value due to a
specific development with respect to that issuer. Developments creating a
special situation might include, among others, a merger proposal or buyout, a
leveraged recapitalization, a new product or process, a technological
breakthrough, a management change or other extraordinary corporate event, or
differences in market supply of and demand for the security. Investment in
special situations may carry an additional risk of loss in the event that the
anticipated development does not occur or does not attract the expected
attention. It is not the policy of any of the Funds to select investments based
primarily on the possibility of one or more of these investment techniques and
opportunities being presented.

Investment Restrictions

Investment restrictions numbered 1 through 10 below have been adopted as
fundamental policies of the Funds. Under the 1940 Act, a fundamental policy may
not be changed with respect to a Fund without the vote of a majority of the
outstanding voting securities (as defined in the 1940 Act) of the Fund. Each
Fund will operate as a diversified company within the meaning of the 1940 Act,
except the Transamerica Premier Aggressive Growth Fund, which will operate as a
non-diversified fund. The non-diversified Fund reserves the right to become
diversified by limiting its investments in which more than 5% of the Fund's
total assets are invested. Investment restrictions 11 through 14 may be changed
by a vote of the Board of Directors of the Company at any time.

1. Borrowing
Each Fund may borrow from banks for temporary or emergency (not leveraging)
purposes, including the meeting of redemption requests and cash payments of
dividends and distributions that might otherwise require the untimely
disposition of securities, in an amount not to exceed 33.33% of the value of the
Fund's total assets (including the amount borrowed) valued at market less
liabilities (not including the amount borrowed) at the time the borrowing is
made. Whenever outstanding borrowings, not including reverse repurchase
agreements, represent 5% or more of a Fund's total assets, the Fund will not
make any additional investments.

2. Lending
No Fund may lend its assets or money to other persons, except through (a)
purchasing debt obligations, (b) lending securities in an amount not to exceed
33.33% of the Fund's assets taken at market value, (c) entering into repurchase
agreements (d) trading in financial futures contracts, index futures contracts,
securities indexes and options on financial futures contracts, options on index
futures contracts, options on securities and options on securities indexes and
(e) entering into variable rate demand notes.

3. 5% Fund Rule
Except for the Transamerica Premier Aggressive Growth Fund, no Fund may purchase
securities (other than U.S. government securities) of any issuer if, as a result
of the purchase, more than 5% of the Fund's total assets would be invested in
the securities of the issuer, except that up to 25% of the value of the total
assets of each Fund, other than the Transamerica Premier Cash Reserve Fund, may
be invested without regard to this limitation. All securities of a foreign
government and its agencies will be treated as a single issuer for purposes of
this restriction. With respect to the Transamerica Premier Aggressive Growth
Fund, no more than 25% of the Fund's total assets may be invested in the
securities of a single issuer (other than cash items and government securities);
and, with respect to 50% of the Fund's total assets, no more than 5% may be
invested in the securities of a single issuer (other than cash items and
government securities). Transamerica Premier Cash Reserve Fund may invest more
than 5% of the Fund's total assets, but not more than 25% of the Fund's total
assets, in the securities of one issuer for a period not to exceed three
business days.

4. 10% Issuer Rule
No Fund may purchase more than 10% of the voting securities of any one issuer,
or more than 10% of the outstanding securities of any class of issuer, except
that (a) this limitation is not applicable to a Fund's investments in government
securities and (b) up to 25% of the value of the assets of a Fund may be
invested without regard to these 10% limitations. All securities of a foreign
government and its agencies will be treated as a single issuer for purposes of
this restriction. These limitations are subject to any further limitations under
the 1940 Act.

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

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

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

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

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

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

11. Securities of Other Investment Companies
No Fund may purchase securities of other investment companies, other than a
security acquired in connection with a merger, consolidation, acquisition,
reorganization or offer of exchange and except as permitted under the 1940 Act,
if as a result of the purchase: (a) more than 10% of the value of the Fund's
total assets would be invested in the securities of investment companies; (b)
more than 5% of the value of the Fund's total assets would be invested in the
securities of any one investment company; or (c) the Fund would own more than 3%
of the total outstanding voting securities of any investment company.

12. Invest for Control
No Fund may invest in companies for the purposes of exercising control or
management.

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

14. Restricted and Illiquid Securities
No Fund will invest more than 15% (10% for the Transamerica Premier Cash Reserve
Fund) of its net assets in illiquid investments, which includes most repurchase
agreements maturing in more than seven days, currency and interest rate swaps,
time deposits with a notice or demand period of more than seven days, certain
over-the-counter option contracts, participation interests in loans, securities
that are not readily marketable, and restricted securities, unless the
Investment Adviser determines, based upon a continuing review of the trading
markets and available reliable price information for the specific security, that
such restricted securities are eligible to be deemed liquid under Rule 144A. For
purposes of this restriction, illiquid securities are securities that cannot be
disposed of by a Fund within seven days in the ordinary course of business at
approximately the amount at which the Fund has valued the securities. In no
event will any Fund's investment in illiquid securities, in the aggregate,
exceed 15% (10% for the Transamerica Premier Cash Reserve Fund) of its assets.
If through a change in values, net assets, or other circumstances, any Fund were
in a position where more than 15% of its assets were invested in illiquid
securities, it would take appropriate steps to protect liquidity.

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

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

Management of the Company

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

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

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

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

The names of the directors and executive officers of the Company, their business
addresses and their principal occupations during the past five years are listed
below. Each of the officers listed below is an employee of an entity that
provides services to the Funds. An asterisk (*) appears after the name of each
director who is an interested person of the Company, as defined in the 1940 Act.
<TABLE>
<CAPTION>

Position Held with
Name, Address Transamerica Principal Occupations
& Age Investors, Inc. During Past 5 Year
- --------------------------------------------------------------------------------
<S> <C> <C>
Nooruddin S. Veerjee* Chief Executive President, Transamerica Life
Transamerica Center Officer and Insurance and Annuity Company
1150 S. Olive St. Chairman of (TALIAC), and President,
Los Angeles, CA 90015 the Board Insurance Products Division,
Age 40 Transamerica Occidental Life
Insurance Company (TOLIC).

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

Sidney E. Harris Director Dean of College of Business
Georgia State University Administration, Georgia
35 Broad Street, Suite 718 State University since 1997.
Atlanta, Georgia 30303 Formerly Dean of the Peter F.
Age 49 Drucker Management Center,
Claremont Graduate School.

Charles C. Reed Director Vice Chairman of Aon Risk
Aon Risk Services Services Inc. of Southern
707 Wilshire Blvd., Suite 6000 California (business risk
Los Angeles, CA 90017 management and insurance
Age 65 brokerage).

Carl R. Terzian Director Chairman of Carl Terzian
Carl Terzian Associates Associates (public relations).
12400 Wilshire Blvd, Suite 200
Los Angeles, CA 90025
Age 63

Nicki Bair President Senior Vice President, TOLIC &
Transamerica Center TALIAC since 1996. Formerly Vice
1150 S. Olive St. President, TOLIC & TALIAC.
Los Angeles, CA 90015
Age 43

E. Joy Heckendorf Senior Vice Marketing Director, TALIAC since
Transamerica Center President 1996. Formerly President, Dreyfus
1150 S. Olive St. Service Corporation in 1996.
Los Angeles, CA 90015 Formerly Vice President Marketing,
Age 42 Janus Capital Corporation.

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

The directors are responsible for major decisions relating to the Funds'
objectives, policies and operations. Day-to-day decisions by the officers of the
Funds are reviewed by the directors on a quarterly basis. During the interim
between quarterly Board meetings, the Executive Committee is empowered to act
when necessary for the Board of Directors. The Executive Committee members are
Nooruddin S. Veerjee and Gary U. Rolle'.

No officer, director or employee of Transamerica Investment Services, Inc. or
Transamerica Occidental Life Insurance Company or any of their affiliates
receives any compensation from the Company for acting as a director or officer
of the Company. Each director of the Company who is not an interested person of
the Company receives an annual fee of $10,000, and $1,000 for each meeting of
the Company's Board attended, and $500 for each Board committee meeting
attended, and is reimbursed for expenses incurred in connection with such
attendance.

Following is a table of the compensation expected to be paid to each director
during the current fiscal year.

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

The officers and directors of Transamerica Investors, Inc. together owned less
than 1% of the shares of each of the equity Funds. As of March 17, 1999 the
following shareholders owned 25% or more of the Class A Shares of the indicated
Funds:
Transamerica Percent
Shareholder Premier Fund Owned
- -------------------------------------------------------------------------------------
<S> <C> <C>
LBS Bank Profit Sharing 401(k) Plan Aggressive Growth Fund 99.6%
12 E. 52nd Street, New York, NY 10022-5308
LBS Bank Profit Sharing 401(k) Plan Equity Fund 98.9%
12 E. 52nd Street, New York, NY 10022-5308
LBS Bank Profit Sharing 401(k) Plan Index Fund 99.6%
12 E. 52nd Street, New York, NY 10022-5308
LBS Bank Profit Sharing 401(k) Plan Small Company Fund 99.4%
12 E. 52nd Street, New York, NY 10022-5308
LBS Bank Profit Sharing 401(k) Plan Value Fund 99.9%
12 E. 52nd Street, New York, NY 10022-5308
LBS Bank Profit Sharing 401(k) Plan Balanced Fund 99.2%
12 E. 52nd Street, New York, NY 10022-5308
LBS Bank Profit Sharing 401(k) Plan Bond Fund 99.0%
12 E. 52nd Street, New York, NY 10022-5308
LBS Bank Profit Sharing 401(k) Plan Cash Reserve Fund 99.9%
12 E. 52nd Street, New York, NY 10022-5308

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

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

Investment Adviser
The Funds' Investment Adviser is Transamerica Investment Services, Inc.
(Investment Adviser), 1150 South Olive Street, Los Angeles, California 90015.
The Investment Adviser will: (1) supervise and manage the investments of each
Fund and direct the purchase and sale of its investment securities; and (2) see
that investments follow the investment objectives and comply with government
regulations. The Investment Adviser is also responsible for the selection of
brokers and dealers to execute transactions for each Fund. Some of these brokers
or dealers may be affiliated persons of the Company, the Investment Adviser,
Administrator, or the Distributor. Although it is the Company's policy to seek
the best price and execution for each transaction, the Investment Adviser may
give consideration to brokers and dealers who provide the Funds with statistical
information and other services in addition to transaction services. See
"Brokerage Allocation" below.
<TABLE>
<CAPTION>

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

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

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

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

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

Administrator
The Funds' Administrator is Transamerica Occidental Life Insurance Company
(Administrator), 1150 South Olive Street, Los Angeles, California 90015. The
Investment Adviser pays part of its Adviser Fee to the Administrator. The
Administrator will: (1) provide the Funds with administrative and clerical
services, including the maintenance of the Funds' books and records; (2) arrange
periodic updating of the Funds' prospectus and any supplements; (3) provide
proxy materials and reports to Fund shareholders and the Securities and Exchange
Commission; and (4) provide the Funds with adequate office space and all
necessary office equipment and services. The Administrator also provides
services for the registration of Fund shares with those states and other
jurisdictions where its shares are offered or sold. The Administrator has
contracted with State Street Bank and Trust Company to perform certain
administrative functions.

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

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

Transamerica Occidental Life Insurance Company is a wholly-owned subsidiary of
Transamerica Insurance Corporation of California. Transamerica Insurance
Corporation of California is a wholly-owned subsidiary of Transamerica
Corporation, 600 Montgomery Street, San Francisco, California 94111, one of the
nation's largest financial services companies.

Custodian and Transfer Agent
State Street Bank and Trust Company (State Street), located at 225 Franklin
Street, Boston, Massachusetts 02110, serves as custodian to the Funds. Under its
custodian contract with the Company, State Street is authorized to appoint one
or more banking institutions as subcustodians of assets owned by each Fund. For
its custody services, State Street receives monthly fees charged to the Funds
based upon the month-end, aggregate net asset value of the Funds, plus certain
charges for securities transactions. The assets of the Company are held under
bank custodianship in accordance with the 1940 Act.

Under a Transfer Agency Agreement, State Street Bank also serves as the Funds'
transfer agent. The transfer agent is responsible for: a) opening and
maintaining your account; b) reporting information to you about your account; c)
paying you dividends and capital gains; and d) handling your requests for
exchanges, transfers and redemptions.

DistributorTransamerica Securities Sales Corporation (TSSC) serves as the
principal underwriter of shares of the Funds, which are continuously
distributed. TSSC is a wholly-owned subsidiary of Transamerica Insurance
Corporation of California, which is a wholly-owned subsidiary of Transamerica
Corporation. TSSC is registered with the Securities and Exchange Commission as a
broker-dealer, and is a member of the National Association of Securities
Dealers, Inc. TSSC may also enter into arrangements whereby Fund shares may be
sold by other broker-dealers, which may or may not be affiliated with TSSC.

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

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

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

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

Purchase and Redemption of Shares

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

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

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

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

General
Class A Shares and Class M Shares are generally sold with a sales charge payable
at the time of purchase (except for Class A Shares and Class M Shares of the
Transamerica Premier Cash Reserve Fund). The Prospectus contains a table of
applicable sales charges. For information about how to purchase Class A or Class
M Shares of a Fund at net asset value through an employer's defined contribution
plan, please consult your employer. Certain purchases of Class A Shares and
Class M Shares may be exempt from a sales charge or, in the case of Class A
Shares, may be subject to a contingent deferred sales charge ("CDSC"). See
"Distribution of Shares" in the Prospectus.

The Funds are currently making a continuous offering of their shares. The Funds
receive the entire net asset value of shares sold. The Funds will accept
unconditional orders for shares to be executed at the public offering price
based on the net asset value per share next determined after the order is
placed. In the case of Class A Shares and Class M Shares, the public offering
price is the net asset value plus the applicable sales charge, if any. No sales
charge is included in the public offering price of other classes of shares. In
the case of orders for purchase of shares placed through dealers, the public
offering price will be based on the net asset value determined on the day the
order is placed, but only if the dealer receives the order before the close of
regular trading on the New York Stock Exchange. If the dealer receives the order
after the close of the New York Stock Exchange, the price will be based on the
net asset value next determined. If funds for the purchase of shares are sent
directly to Transamerica Premier Funds, they will be invested at the public
offering price based on the net asset value next determined after receipt.
Payment for shares of the Funds must be in U.S. dollars; if made by check, the
check must be drawn on a U.S. bank.

Initial and subsequent purchases must satisfy the minimums stated in the
Prospectus, except that (i) individual investments under certain employee
benefit plans or tax qualified retirement plans may be lower, (ii) persons who
are already shareholders may make additional purchases of $100 or more by
sending funds directly to Transamerica Premier Funds, and (iii) for investors
participating in systematic investment plans and military allotment plans, the
initial and subsequent purchases must be $50 or more. Information about these
plans is available from investment broker-dealers or from Transamerica Premier
Funds.

The right of redemption of shares of a Fund may be suspended or the date of
payment postponed (1) for any periods during which the New York Stock Exchange
is closed (other than for customary weekend and holiday closings), (2) when
trading in the markets the Fund normally utilizes is restricted, or an
emergency, as defined by the rules and regulations of the SEC, exists, making
disposal of a Fund's investments or determination of its net asset value not
reasonably practicable, or (3) for such other periods as the Securities and
Exchange Commission by order may permit for the protection of the Fund's
shareholders. A shareholder who pays for Fund shares by personal check will
receive the proceeds of a redemption of those shares when the purchase check has
been collected, which may take up to 15 days. Shareholders who anticipate the
need for more immediate access to their investment should purchase shares with
Federal funds or bank wire or by a certified or cashier's check.

Purchases Not Subject to Sales Charges or Contingent Deferred Sales Charges. The
Funds may sell shares without a sales charge or CDSC to:
a) Current and retired Trustees of the Funds; officers of the Funds; directors
and current and retired U.S. full-time employees of Transamerica Occidental
Life Insurance Company and Transamerica Investment Services, Inc., their
parent corporation and certain corporate affiliates; family members of and
employee benefit plans for the foregoing; and partnerships, trusts or other
entities in which any of the foregoing has a substantial interest.
b) Employee benefit plans, for the repurchase of shares in connection with
repayment of plan loans made to plan participants (if the sum loaned was
obtained by redeeming shares of a Fund sold with a sales charge).
c) Clients of administrators of tax-qualified employee benefit plans which
have entered into agreements with Transamerica Premier Funds.
d) Registered representatives and other employees of broker-dealers having
sales agreements with Transamerica Securities Sales Corporation ("TSSC");
employees of financial institutions having sales agreements with TSSC or
otherwise having an arrangement with any such broker-dealer or financial
institution with respect to sales of Fund shares; and their spouses and
children under age 21.
e) A trust department of any financial institution purchasing shares of the
Funds in its capacity as trustee of any trust, if the value of the shares
of the Funds purchased or held by all such trusts exceeds $1 million in the
aggregate.
f) "Wrap accounts" maintained for clients of broker-dealers, financial
institutions or financial planners who have entered into agreements with
TSSC with respect to such accounts.

In addition, the Funds may issue their shares at net asset value without an
initial sales charge or a CDSC in connection with the acquisition of
substantially all of the securities owned by other investment companies or
personal holding companies. The CDSC will be waived on redemptions of shares
arising out of death or post-purchase disability or in connection with certain
withdrawals from IRA or other retirement plans. Up to 12% of the value of shares
subject to a systematic withdrawal plan may also be redeemed each year without a
CDSC. The Funds may sell Class M Shares at net asset value to members of
qualified groups. See "Group Purchases of Class A and Class M Shares" below.

Combined Purchase Privilege
The following persons may qualify for the sales charge reductions or
eliminations shown in the Prospectus by combining into a single transaction the
purchase of Class A Shares or Class M Shares with other purchases of any class
of shares: a) an individual, or a "company" as defined in Section 2(a)(8) of the
Investment Company Act of 1940 (which includes
corporations which are corporate affiliates of each other);
b) an individual, his or her spouse and their children under twenty-one,
purchasing for his, her or their own account; c) a trustee or other fiduciary
purchasing for a single trust estate or single fiduciary account (including a
pension,
profit-sharing, or other employee benefit trust created pursuant to a plan
qualified under Section 401 of the Internal Revenue Code of 1986, as
amended (the "Code"));
d) tax-exempt organizations qualifying under Section 501(c)(3) of the Code
(not including tax-exempt organizations qualifying under Section 403(b)(7)
(a "403(b) plan") of the Code; and
e) employee benefit plans of a single employer or of affiliated employers, other
than 403(b) plans.

A combined purchase currently may also include shares of any class of other
continuously offered Transamerica Premier Funds (other than the Transamerica
Premier Cash Reserve Fund) purchased at the same time through a single
broker-dealer, if the broker-dealer places the order for such shares directly
with Transamerica Premier Funds.

Cumulative Quantity Discount (Right of Accumulation)
A purchaser of Class A Shares or Class M Shares may qualify for a cumulative
quantity discount by combining a current purchase (or combined purchases as
described above) with certain other shares of any class of Transamerica Premier
Funds already owned. The applicable sales charge is based on the total of: the
investor's current purchase; and 2) the maximum public offering price (at the
close of business on the previous day) of: a) all shares held by the investor in
all of the Transamerica Premier Funds (except the Transamerica Premier Cash
Reserve Fund);
and
b) any shares of the Transamerica Premier Cash Reserve Fund acquired by exchange
from other Transamerica Premier Funds; and the maximum public offering price of
all shares described in paragraph (ii) owned by another shareholder eligible to
participate
with the investor in a "combined purchase" (see above).

To qualify for the combined purchase privilege or to obtain the cumulative
quantity discount on a purchase through a broker-dealer, when each purchase is
made the investor or broker-dealer must provide Transamerica Premier Funds with
sufficient information to verify that the purchase qualifies for the privilege
or discount. The shareholder must furnish this information to Transamerica
Premier Funds when making direct cash investments.

Statement of Intention
Investors may also obtain the reduced sales charges for Class A Shares or Class
M Shares shown in the Prospectus for investments of a particular amount by means
of a written Statement of Intention, which expresses the investor's intention to
invest that amount (including certain "credits," as described below) within a
period of 13 months in shares of any class of the Funds or any other
continuously offered Transamerica Premier Funds (excluding the Transamerica
Premier Cash Reserve Fund). Each purchase of Class A Shares or Class M Shares
under a Statement of Intention will be made at the public offering price
applicable at the time of such purchase to a single transaction of the total
dollar amount indicated in the Statement of Intention. A Statement of Intention
may include purchases of shares made not more than 90 days prior to the date
that an investor signs a Statement. The 13-month period during which the
Statement of Intention is in effect will begin on the date of the earliest
purchase to be included.

An investor may receive a credit toward the amount indicated in the Statement of
Intention equal to the maximum public offering price as of the close of business
on the previous day of all shares he or she owns on the date of the Statement of
Intention which are eligible for purchase under a Statement of Intention (plus
any shares of money market funds acquired by exchange of such eligible shares).
Investors do not receive credit for shares purchased by the reinvestment of
distributions. Investors qualifying for the "combined purchase privilege" (see
above) may purchase shares under a single Statement of Intention.

The Statement of Intention is not a binding obligation upon the investor to
purchase the full amount indicated. The minimum initial investment under a
Statement of Intention is 5% of such amount, and must be invested immediately.
Class A Shares or Class M Shares purchased with the first 5% of such amount will
be held in escrow to secure payment of the higher sales charge applicable to the
shares actually purchased if the full amount indicated is not purchased. When
the full amount indicated has been purchased, the escrow will be released. If an
investor desires to redeem escrowed shares before the full amount has been
purchased, the shares will be released from escrow only if the investor pays the
sales charge without regard to the Statement of Intention that would apply to
the total investment made to date.

To the extent that an investor purchases more than the dollar amount indicated
on the Statement of Intention and qualifies for a further reduced sales charge,
the sales charge will be adjusted for the entire amount purchased at the end of
the 13-month period, upon recovery from the investor's dealer of its portion of
the sales charge adjustment. Once received from the dealer, which may take a
period of time or may never occur, the sales charge adjustment will be used to
purchase additional shares at the then current offering price applicable to the
actual amount of the aggregate purchases. These additional shares will not be
considered as part of the total investment for the purpose of determining the
applicable sales charge pursuant to the Statement of Intention. No sales charge
adjustment will be made unless and until the investor's dealer returns any
excess commissions previously received.

To the extent that an investor purchases less than the dollar amount indicated
on the Statement of Intention within the 13-month period, the sales charge will
be adjusted upward for the entire amount purchased at the end of the 13-month
period. This adjustment will be made by redeeming shares from the account to
cover the additional sales charge, the proceeds of which will be paid to the
investor's dealer and TSSC in accordance with the Prospectus.

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

Broker-Dealer Reallowances
Transamerica Securities Sales Corporation ("TSSC" or the "Distributor") receives
all sales charges and pays appropriate amounts to qualifying broker-dealers to
compensate them for services provided in connection with sales of Class A or M
Shares.

Class A. Commissions paid to broker-dealers on sales of Class A Shares are as
follows:
<TABLE>
<CAPTION>

Amount of Investment
Broker-Dealer Commission Under $50,000 to $100,000 to $250,000 to $500,000 to
By Fund $50,000 $99,999 $249,999 $499,999 $999,999
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Premier Aggressive Growth 4.50% 3.75% 2.75% 1.75% 1.25%
Premier Small Company 4.50% 3.75% 2.75% 1.75% 1.25%
Premier Equity 4.50% 3.75% 2.75% 1.75% 1.25%
Premier Value 4.50% 3.75% 2.75% 1.75% 1.25%
Premier Index 4.50% 3.75% 2.75% 1.75% 1.25%
Premier Balanced 4.50% 3.75% 2.75% 1.75% 1.25%
Premier High Yield Bond 4.50% 3.75% 2.75% 1.75% 1.25%
Premier Bond 4.00% 3.25% 2.50% 1.75% 1.00%
Premier Cash Reserve none none none none none
</TABLE>

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

Class M. Commissions paid to broker-dealers on sales of Class M Shares are as
follows:

Amount of Investment
Broker-Dealer Commission Under $250,000
Per Fund $250,000 and Above
- --------------------------------------------------------------------
Premier Aggressive Growth 0.90% 0.50%
Premier Small Company 0.90% 0.50%
Premier Equity 0.90% 0.50%
Premier Value 0.90% 0.50%
Premier Index 0.90% 0.50%
Premier Balanced 0.90% 0.50%
Premier High Yield Bond 0.90% 0.50%
Premier Bond 0.90% 0.50%
Premier Cash Reserve none none

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

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

Contingent Deferred Sales Charges
Class A Shares purchased at net asset value by a participant-directed qualified
retirement plan (including a plan with at least 200 eligible employees) within
two years after its initial purchase are subject to a CDSC of 1.00%. Similarly,
Class A Shares purchased at net asset value by any investor other than a
participant-directed qualified retirement plan investing $1 million or more,
including purchases pursuant to any Combined Purchase Privilege, Right of
Accumulation or Statement of Intention, are subject to a CDSC of 1.00%, if
redeemed within two years after purchase. The Class A Shares CDSC is imposed on
the lower of the cost and the current net asset value of the shares redeemed.
The CDSC does not apply to shares purchased by certain investors (including
participant-directed qualified retirement plans with more than 200 eligible
employees) investing $1 million or more that have made arrangements with
Transamerica Premier Funds and whose dealer of record waived the commission
described in the next paragraph.

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

Class A and Class M investors who set up an Automatic Income Plan ("AIP") for a
share account (see "How to Sell Shares" in the Prospectus) may withdraw up to
12% of the net asset value of the account (calculated as set forth below) each
year without incurring any CDSC. Shares not subject to a CDSC (such as shares
representing reinvestment of distributions) will be redeemed first and will
count toward the 12% limitation. If there are insufficient shares not subject to
a CDSC, shares subject to the lowest CDSC liability will be redeemed next until
the 12% limit is reached. The 12% figure is calculated on a pro rata basis at
the time of the first payment made pursuant to an AIP and recalculated
thereafter on a pro rata basis at the time of each AIP payment. Therefore,
shareholders who have chosen an AIP based on a percentage of the net asset value
of their account of up to 12% will be able to receive AIP payments without
incurring a CDSC. However, shareholders who have chosen a specific dollar amount
(for example, $100 per month from a Fund that pays income distributions monthly)
for their periodic AIP payment should be aware that the amount of that payment
not subject to a CDSC may vary over time depending on the net asset value of
their account. For example, if the net asset value of the account is $10,000 at
the time of payment, the shareholder will receive $100 free of the CDSC (12% of
$10,000 divided by 12 monthly payments). However, if at the time of the next
payment the net asset value of the account has fallen to $9,400, the shareholder
will receive $94 free of any CDSC (12% of $9,400 divided by 12 monthly payments)
and $6 subject to the lowest applicable CDSC. This AIP privilege may be revised
or terminated at any time.

No CDSC is imposed on shares of any class subject to a CDSC ("CDSC Shares") to
the extent that the CDSC Shares redeemed (i) are no longer subject to the
holding period therefor, (ii) resulted from reinvestment of distributions on
CDSC Shares, or (iii) were exchanged for shares of another Fund, provided that
the shares acquired in such exchange or subsequent exchanges (including shares
of a Transamerica Premier Funds money market fund) will continue to remain
subject to the CDSC, if applicable, until the applicable holding period expires.
In determining whether the CDSC applies to each redemption of CDSC Shares, CDSC
Shares not subject to a CDSC are redeemed first.

The Funds will waive any CDSC on redemptions, in the case of individual, joint
or Uniform Transfers to Minors Act accounts, in the event of death or
post-purchase disability of a shareholder, for the purpose of paying benefits
pursuant to tax-qualified retirement plans ("Benefit Payments"), or, in the case
of living trust accounts, in the event of the death or post-purchase disability
of the settlor of the trust). Benefit payments currently include, without
limitation, (1) distributions from an IRA due to death or disability, (2) a
return of excess contributions to an IRA or 401(k) plan, and (3) distributions
from retirement plans qualified under Section 401(a) of the Code or from a
403(b) plan due to death, disability, retirement or separation from service.
These waivers may be changed at any time.

Investor Share Redemptions in Excess of $250,000
If you request a redemption of up to $250,000, the amount will be paid in cash.
If you redeem more than $250,000 from any one account in any one Fund in a
90-day period, we reserve the right to pay you in securities in lieu of cash.

The securities delivered will be selected at the sole discretion of the Fund.
They will be readily marketable with an active and substantial secondary market
given the type of companies involved and the characteristics of the markets in
which they trade, but will not necessarily be representative of the entire Fund.
They may be securities that the Fund regards as least desirable. You may incur
brokerage costs in converting the securities to cash.

The method of valuing securities used to make the redemptions will be the same
as the method of valuing securities described under "Determination of Net Asset
Value" later in this document. Such valuation will be made as of the same time
the redemption price is determined.

This right is designed to give the Funds the option to lessen the adverse effect
of large redemptions on the Fund and its non-redeeming shareholders. For
example, assume that a shareholder redeems $1 million on a given day and that
the Fund pays him $250,000 in cash and is required to sell securities for
$750,000 to raise the remainder of the cash to pay him. The securities valued at
$750,000 on the day of the redemption may bring a lower price when sold
thereafter, so that more securities may be sold to realize $750,000. In that
case, the redeeming shareholder's proceeds would be fixed at $750,000 and the
market risk would be imposed on the Fund and its remaining shareholders, who
would suffer the loss. By delivering securities instead of cash, the market risk
is imposed on the redeeming shareholder. The redeeming shareholder (not the
Fund) bears the brokerage cost of selling the securities.

Exchange Privilege
Except as otherwise set forth in this section, by calling Transamerica Premier
Funds, investors may exchange shares between accounts with identical
registrations, provided that no checks are outstanding for such shares and no
address change has been made within the preceding 15 days. During periods of
unusual market changes and shareholder activity, shareholders may experience
delays in contacting Transamerica Premier Funds by telephone to exercise
exchanges.

Transamerica Premier Funds also makes exchanges promptly after receiving a
properly completed Exchange Authorization Form. If the shareholder is a
corporation, partnership, agent, or surviving joint owner, the Funds will
require additional documentation of a customary nature. Because an exchange of
shares involves the redemption of fund shares and reinvestment of the proceeds
in shares of another Fund, completion of an exchange may be delayed under
unusual circumstances if the Fund were to suspend redemptions or postpone
payment for the Fund shares being exchanged, in accordance with federal
securities laws. Exchange Authorization Forms and prospectuses of the other
Funds are available from Transamerica Premier Funds or investment dealers having
sales contracts with TSSC. The prospectus of each Fund describes its investment
objective(s) and policies, and shareholders should obtain a prospectus and
consider these objectives and policies carefully before requesting an exchange.
The Funds reserve the right to change or suspend the exchange privilege at any
time. Shareholders would be notified of any change or suspension. Additional
information is available from Transamerica Premier Funds.

Brokerage Allocation

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

The Investment Adviser receives a variety of brokerage and research services
from brokerage firms in return for the execution by such brokerage firms of
trades on behalf of the Funds. These brokerage and research services include,
but are not limited to, quantitative and qualitative research information and
purchase and sale recommendations regarding securities and industries, analyses
and reports covering a broad range of economic factors and trends, statistical
data relating to the strategy and performance of the Funds and other investment
companies, services related to the execution of trades in a Fund's securities
and advice as to the valuation of securities. The Investment Adviser considers
the quantity and quality of such brokerage and research services provided by a
brokerage firm along with the nature and difficulty of the specific transaction
in negotiating commissions for trades in a Fund's securities and may pay higher
commission rates than the lowest available when it is reasonable to do so in
light of the value of the brokerage and research services received generally or
in connection with a particular transaction.

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

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

During the year ending December 31, 1998, all transactions were allocated to
brokers and dealers on the basis of the best execution and no commissions were
paid based on research or other services provided.
<TABLE>
<CAPTION>

Over the last three fiscal years all classes of the Funds have paid the
following brokerage commissions:

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

On December 31, 1998, the Premier Equity Fund held stock in Charles Schwab
Corporation with a value of $21,070,312 and stock in Merrill Lynch & Company
Incorporated with a value of $7,342,500. The Premier Index Fund held stock in
Charles Schwab Corporation with a value of $79,112, stock in Chase Manhattan
Corporation with a value of $193,910, stock in Merrill Lynch & Company
Incorporated with a value of $75,961, stock in Lehman Brothers Holdings, Inc.
with a value of $15,202, stock in Morgan Stanley Dean Witter & Company with a
value of $175,015, and stock in The Bear Sterns Companies, Inc. with a value of
$14,763. The Premier Value Fund held stock in Merrill Lynch & Company, Inc. with
a value of $367,125. The Premier Balanced Fund held stock in Charles Schwab
Corporation with a value of $1,727,766, and stock in Merrill Lynch & Company,
Inc. with a value of $1,001,250. In 1998, Charles Schwab & Co., Merrill Lynch,
Pierce, Fenner, & Smith, Chase Securities, Morgan Stanley & Co., Inc. and J.P.
Morgan were among these Funds' regular brokers or dealers as defined in Rule
10b-1 under the Investment Company Act of 1940.

Charles Schwab & Company is considered an affiliated broker, because the Chief
Executive Officer of its parent corporation is on the board of directors of
Transamerica Corporation, the parent corporation of the Investment Adviser and
the Administrator of the Funds. The amount of commissions paid by all Funds to
Charles Schwab & Company over the last three fiscal years was $1200 in 1998,
$300 in 1997 and $0 in 1996, totaling $1500 over the three years. For 1998, the
business done through Charles Schwab & Company represents 0.0001% of the total
commissions paid by the Funds to all brokers, and 0.0001% of the aggregate
dollar amount of transactions made by the Funds through all brokers.

Determination of Net Asset Value

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

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

Assets of the Funds (other than the Transamerica Premier Cash Reserve Fund) are
valued as follows:
a) Equity securities and other similar investments (Equities) listed on any
U.S. or foreign stock exchange or the National Association of Securities
Dealers Automated Quotation System (Nasdaq) are valued at the last sale
price on that exchange or NASDAQ on the valuation day; if no sale occurs,
equities traded on a U.S. exchange or NASDAQ are valued at the mean between
the closing bid and closing asked prices. Equities traded on a foreign
exchange will be valued at the official bid price.
b) Over-the-counter securities not quoted on NASDAQ are valued at the last
sale price on the valuation day or, if no sale occurs, at the mean between
the last bid and asked prices.
c) Debt securities purchased with a remaining maturity of 61 days or more are
valued on the basis of dealer-supplied quotations or by a pricing service
selected by the Investment Adviser and approved by the Board.
d) Options and futures contracts are valued at the last sale price on the
market where any such option or futures contract is principally traded.
e) Over-the-counter options are valued based upon prices provided by market
makers in such securities or dealers in such currencies.
f) Forward foreign currency exchange contracts are valued based upon quotations
supplied by dealers in such contracts. g) All other securities and other assets,
including those for which a pricing service supplies no quotations or quotations
are
not deemed by the Investment Adviser to be representative of market values,
but excluding debt securities with remaining maturities of 60 days or less,
are valued at fair value as determined in good faith pursuant to procedures
established by the Board.
h) Debt securities with a remaining maturity of 60 days or less will be
valued at their amortized cost, which approximates market value.

Equities traded on more than one U.S. national securities exchange or foreign
securities exchange are valued at the last sale price on each business day at
the close of the exchange representing the principal market for such securities.
The value of all assets and liabilities expressed in foreign currencies will be
converted into U.S. dollar values at the noon (Eastern Time) Reuters spot rate.
If such quotations are not available, the rate of exchange will be determined in
good faith by or under procedures established by the Board.

All of the assets of the Transamerica Premier Cash Reserve Fund are valued on
the basis of amortized cost in an effort to maintain a constant net asset value
of $1.00 per share. The Board has determined that to be in the best interests of
the Transamerica Premier Cash Reserve Fund and its shareholders. Under the
amortized cost method of valuation, securities are valued at cost on the date of
their acquisition, and thereafter a constant accretion of any discount or
amortization of any premium to maturity is assumed, regardless of the impact of
fluctuating interest rates on the market value of the security. While this
method provides certainty in valuation, it may result in periods in which value
as determined by amortized cost is higher or lower than the price the Fund would
receive if it sold the security. During such periods, the quoted yield to
investors may differ somewhat from that obtained by a similar fund which uses
available market quotations to value all of its securities. The Board has
established procedures reasonably designed, taking into account current market
conditions and the Transamerica Premier Cash Reserve Fund's investment
objective, to stabilize the net asset value per share for purposes of sales and
redemptions at $1.00. These procedures include review by the Board, at such
intervals as it deems appropriate, to determine the extent, if any, to which the
net asset value per share calculated by using available market quotations
deviates from $1.00 per share. In the event such deviation should exceed one
half of one percent, the Board will promptly consider initiating corrective
action. If the Board believes that the extent of any deviation from a $1.00
amortized cost price per share may result in material dilution or other unfair
results to new or existing shareholders, it will take such steps as it considers
appropriate to eliminate or reduce these consequences to the extent reasonably
practicable. Such steps may include: (1) selling securities prior to maturity;
(2) shortening the average maturity of the fund; (3) withholding or reducing
dividends; or (4) utilizing a net asset value per share determined from
available market quotations. Even if these steps were taken, the Transamerica
Premier Cash Reserve Fund's net asset value might still decline.

Performance Information

The performance information which may be published for the Funds is historical.
It is not intended to represent or guarantee future results. The investment
return and principal value of an investment will fluctuate so that an investor's
shares, when redeemed, may be worth more or less than original cost.

The Transamerica Premier Equity, Transamerica Premier Index, Transamerica
Premier Balanced, Transamerica Premier Bond, and Transamerica Premier Cash
Reserve Funds have the same investment adviser and the investment goals and
policies, and their strategies are substantially similar in all material
respects as the separate accounts which preceded such Funds and were operated in
the same manner as such Funds. The Transamerica High Yield Bond separate account
transferred (converted) all its assets to the Transamerica Premier High Yield
Bond Fund in exchange for shares in the Fund. The separate accounts are not
registered with the SEC, nor are they subject to Subchapter M of the Internal
Revenue Code of 1986, as amended (Code). Therefore, they were not subject to the
investment limitations, diversification requirements, and other restrictions
that apply to the Funds. If the separate accounts had been subject to Subchapter
M of the Code or regulated as investment companies under the securities laws,
their performance may have been adversely affected at times. The separate
account performance figures are not the Funds' own performance and should not be
considered a substitute for the Funds' own performance. Separate account
performance should not be considered indicative of any past or future
performance of the Funds.

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

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

Quotations of average annual total return for any Fund will be expressed in
terms of the average annual compounded rate of return of a hypothetical
investment in a Fund over a period of one, five and ten years (or, if less, up
to the life of the Fund), calculated pursuant to the formula:

P(1 + T)n = ERV

Where:
P = a hypothetical initial payment of $1,000

T = an average annual total return

N = the number years

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

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

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

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

<PAGE>

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

CTR = (ERV/P) - 1

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

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

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

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

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

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

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

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

30-Day Yield for Non-Money Market Funds
Although 30-day yields are not used in advertising, they are available upon
request. Quotations will be based on all investment income per share earned
during a particular 30-day period, less expenses accrued during the period (net
investment income), and will be computed by dividing net investment income by
the value of a share on the last day of the period, according to the following
formula:

Yield = 2[({[a-b]/cd} + 1)6 - 1] Where:
a = dividends and interest earned during the period b = the expenses accrued for
the period (net of reimbursements) c = the average daily number of shares
outstanding during the period d = the maximum offering price per share on the
last day of the period

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

In addition, the Company may from time to time advertise its performance
relative to certain indexes and benchmark investments, including:
the Lipper Analytical Services, Inc. Mutual Fund Performance Analysis,
Fixed-Income Analysis and Mutual Fund Indexes (which
measure total return and average current yield for the mutual fund industry
and rank mutual fund performance);
the CDA Mutual Fund Report published by CDA Investment Technologies, Inc
(which analyzes price, risk and various measures of
return for the mutual fund industry);
the Consumer Price Index published by the U.S. Bureau of Labor Statistics
(which measures changes in the price of goods and
services);
Stocks, Bonds, Bills and Inflation published by Ibbotson Associates (which
provides historical performance figures for stocks, government securities
and inflation);
the Hambrecht & Quist Growth Stock Index;
the NASDAQ OTC Composite Prime Return;
the Russell Midcap Index;
the Russell 2000 Index;
the ValueLine Composite;
the Wilshire 5000 Index;
the Salomon Brothers World Bond Index (which measures the total return in
U.S. dollar terms of government bonds, Eurobonds and foreign bonds of ten
countries, with all such bonds having a minimum maturity of five years);
the Shearson Lehman Brothers Aggregate Bond Index or its component indexes
(the Aggregate Bond Index measures the performance
of Treasury, U.S. government agencies, mortgage and Yankee bonds);
the S&P Bond indexes (which measure yield and price of corporate,
municipal and U.S. government bonds); the J.P. Morgan Global Government
Bond Index; IBC's Money Market Fund Report (which provides industry
averages of 7-day annualized and compounded yields of taxable,
tax-free and U.S. government money market funds);
historical investment data supplied by the research departments of Goldman
Sachs, Lehman Brothers, First Boston Corporation, Morgan Stanley (including
EAFE), Salomon Brothers, Merrill Lynch, Donaldson Lufkin and Jenrette or
other providers of such data;
the FT-Actuaries Europe and Pacific Index;
mutual fund performance indexes published by Morningstar, Inc., Variable
Annuity Research & Data Service, the Investment Company Institute, the
Investment Company Data, Inc., Media General Financial, and Value Line
Mutual Fund Survey; and
financial industry analytical surveys, such as Piper Universe.

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

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

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

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

Such performance data will be based on historical results and will not be
intended to indicate future performance. The total return or yield of a Fund
will vary based on market conditions, expenses, investments, and other factors.
The value of a Fund's shares will fluctuate and an investor's shares may be
worth more or less than their original cost upon redemption.

Taxes

For each taxable year, each Fund intends to qualify as a regulated investment
company (RIC) under Subchapter M of the Internal Revenue Code of 1986, as
amended (Code). This exempts the Funds from federal income and excise taxes, if
the Funds distribute to their shareholders at least 90% of their investment
company taxable income, consisting generally of net investment income, net
short-term capital gains, and net gains from certain foreign currency
transactions. Shareholders are subject to tax on these distributions. The
Company must also meet the following additional requirements: (1) The Fund must
derive at least 90% of its gross income each taxable year from dividends,
interest, payments with respect to securities loans, and gains from the sale or
other disposition of securities or foreign currencies, or other income
(including gains from options, futures, or forward contracts) derived with
respect to its business of investing in securities or those currencies (Income
Requirement); (2) At the close of each quarter of the Fund's taxable year, at
least 50% of the value of its total assets must be represented by cash and cash
items, U.S. government securities, securities of other RICs, and other
securities that, with respect to any one issuer, do not exceed 5% of the value
of the Fund's total assets and that do not represent more than 10% of the
outstanding voting securities of the issuer; and (3) At the close of each
quarter of the Fund's taxable year, not more than 25% of the value of its total
assets may be invested in securities (other than U.S. government securities or
the securities of other RICs) of any one issuer.

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

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

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

The use of hedging strategies, such as writing (selling) and purchasing options
and futures contracts and entering into forward contracts, involves complex
rules that will determine for income tax purposes the character and timing of
recognition of the income received in connection therewith by a Fund. Income
from the disposition of foreign currencies (except certain gains therefrom that
may be excluded by future regulations), and income from transactions in options,
futures, and forward contracts derived by a Fund with respect to its business of
investing in securities or foreign currencies, will qualify as permissible
income under the Income Requirement.

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

Other Information

Legal Matters
An opinion of counsel as to the legality of the shares of the Funds has been
given by Reid A. Evers, Vice President and Associate General Counsel of
Transamerica Occidental Life Insurance Company.

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

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

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

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

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

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

Financial Statements

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

<PAGE>

Appendix A

Description of Corporate Bond Ratings

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

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

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

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

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

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

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

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

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

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

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

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

Standard & Poor's Corporation AAA: This rating is the highest rating assigned by
Standard & Poor's and is indicative of a very strong capacity to pay interest
and repay principal.

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

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

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

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

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

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

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

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

<PAGE>

Appendix B

Description of Fixed-Income Instruments

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

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

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

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

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

Variable Rate, Floating Rate, or Variable Amount Securities
Variable rate, floating rate, or variable amount securities are short-term
unsecured promissory notes issued by corporations to finance short-term credit
needs. These are interest-bearing notes on which the interest rate generally
fluctuates on a scheduled basis.

Corporate Debt Securities
Corporate debt securities are debt issued by a corporation that pays interest
and principal to the holders at specified times.

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

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

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

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

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

<PAGE>

Transamerica Premier Funds - Institutional Shares

Prospectus: May 1, 1999

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

Combined Equity & Fixed Income Fund
Transamerica Premier Balanced Fund

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

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

<PAGE>

Table of Contents Page

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

</TABLE>

<PAGE>

The Funds at a Glance

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

Transamerica Premier Aggressive Growth Fund

The Fund seeks to maximize long-term growth.

The Fund is intended for investors who have the perspective, patience, and
financial ability to take on above-average stock market volatility in a focused
pursuit of long-term capital growth.

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

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

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

Transamerica Premier Equity Fund

The Fund seeks to maximize long-term growth.

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

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

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

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

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

Transamerica Premier Index Fund

The Fund seeks to track the performance of the Standard & Poor's 500 Composite
Stock Price Index, also known as the S&P 500 Index.

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

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

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

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

Transamerica Premier Small Company Fund

The Fund seeks to maximize long-term growth.

The Fund is intended for investors who have the perspective, patience, and
financial ability to take on above-average stock market volatility in a focused
pursuit of long-term capital growth.

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

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

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

Transamerica Premier Value Fund

The Fund seeks to maximize capital appreciation.

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

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

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

Transamerica Premier Balanced Fund

The Fund seeks to achieve long-term capital growth and current income with a
secondary objective of capital preservation, by balancing investments among
stocks, bonds, and cash or cash equivalents.

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

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

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

* The Standard and Poor's 500 Index (S&P 500) consists of 500 widely held,
publicly traded common stocks.
** The Lehman Brothers Government/Corporate Bond Index is a broad-based
unmanaged index of government and corporate bonds with maturities of 10 years or
longer that are rated investment grade or higher by Moody's Investor Services,
Inc. or Standard & Poor's Corporation.

Transamerica Premier Bond Fund

The Fund seeks to achieve a high total return (income plus capital changes) from
fixed income securities consistent with preservation of principal.

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

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

Average Annual Total Returns Since Inception (as of 12/31/98)
Since Inception
1 year 3 years (10/2/95)
Premier Bond Fund 9.58% 6.83% 7.83%
Lehman Brothers
Government/Corporate
Bond Index* 9.47% 7.33% 8.25%
* The Lehman Brothers Government/Corporate Bond Index is a broad-based unmanaged
index of government and corporate bonds with maturities of 10 years or longer
that are rated investment grade or higher by Moody's Investor Services, Inc. or
Standard & Poor's Corporation.

Transamerica Premier High Yield Bond Fund

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

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

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

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

Average Annual Total Returns Since Inception (as of 12/31/98) Since Inception 1
year 5 years (9/1/90) Premier High Yield Bond Fund* 5.73% 9.95% 13.21% Merrill
Lynch High Yield Master Index** 3.66% 9.01% 9.97% * Effective 7/1/98, the
Transamerica High Yield Bond Fund (separate account) exchanged all of its assets
for shares in the Transamerica Premier High Yield Bond Fund (Fund). The
inception date of the Fund is considered to be 9/1/90, the separate account
inception date. The performance prior to 6/30/98 is the separate account's
performance recalculated to reflect the actual fees and expenses of the Fund. **
The Merrill Lynch High Yield Master Index provides a broad-based measure of the
performance of the non-investment grade U.S. bond market. Transamerica Premier
Cash Reserve Fund

The Fund seeks to maximize current income from money market securities
consistent with liquidity and preservation of principal.

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

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

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

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

<PAGE>

Fees and Expenses

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

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

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

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

</TABLE>

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

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

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

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

<PAGE>

The Funds in Detail

Premier Aggressive Growth Fund
Ticker Symbol, Investor Shares: TPAGX

Goal
Our goal is to maximize long-term growth.

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

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

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

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

Premier Equity Fund
Ticker Symbol, Investor Shares: TEQUX

Goal
Our goal is to maximize long-term growth.

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

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

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

Premier Index Fund
Ticker Symbol, Investor Shares: TPIIX

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

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

Goal
Our goal is to maximize long-term growth.

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

We may also invest in debt securities.

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

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

Premier Value Fund
Ticker Symbol, Investor Shares: TPVIX

Goal
Our goal is to maximize capital appreciation.

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

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

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

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

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

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

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

Premier Balanced Fund
Ticker Symbol, Investor Shares: TBAIX

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

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

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

Premier Bond Fund
Ticker Symbol, Investor Shares: TPBIX

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

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

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

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

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

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

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

Premier Cash Reserve Fund
Ticker Symbol, Investor Shares: TPCXX

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

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

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

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

Investment Adviser

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

Transamerica Premier Funds - Investor Shares

Prospectus: May 1, 1999

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

Combined Equity & Fixed Income Fund
Transamerica Premier Balanced Fund

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

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

Table of Contents Page

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

</TABLE>

<PAGE>

The Funds at a Glance

The performance shown for each Fund assumes reinvestment of dividends. We
compare each Fund's performance to a broad-based securities market index.
Performance figures for these indexes do not reflect any commissions or fees,
which you would pay if you purchased the securities represented by the index.
You cannot invest directly in these indexes. The performance data for the
indexes do not indicate the past or future performance of any Fund.

Transamerica Premier Aggressive Growth Fund

The Fund seeks to maximize long-term growth.

The Fund is intended for investors who have the perspective, patience, and
financial ability to take on above-average stock market volatility in a focused
pursuit of long-term capital growth.

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

Average Annual Total Returns Since Inception (as of 12/31/98)
Since Inception
1 year (6/30/97)*
Premier Aggressive
Growth Fund 84.07% 71.05%
S&P 500 Index* 28.58% 26.36%

* Commencement of operations was 7/1/97.
** The Standard and Poor's 500 Index (S&P 500) consists of 500 widely held,
publicly traded common stocks.

Transamerica Premier Equity Fund

The Fund seeks to maximize long-term growth.

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

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

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

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

Transamerica Premier Index Fund

The Fund seeks to track the performance of the Standard & Poor's 500 Composite
Stock Price Index, also known as the S&P 500 Index.

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

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

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

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

Transamerica Premier Small Company Fund

The Fund seeks to maximize long-term growth.

The Fund is intended for investors who have the perspective, patience, and
financial ability to take on above-average stock market volatility in a focused
pursuit of long-term capital growth.

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

Average Annual Total Returns Since Inception (as of 12/31/98)
Since Inception
1 year (6/30/97)*
Premier Small
Company Fund 80.27% 71.53%
Russell 2000 Index** -2.55% 5.38%

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

Transamerica Premier Value Fund

The Fund seeks to maximize capital appreciation.

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

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

Transamerica Premier Balanced Fund

The Fund seeks to achieve long-term capital growth and current income with a
secondary objective of capital preservation, by balancing investments among
stocks, bonds, and cash or cash equivalents.

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

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

Transamerica Premier Bond Fund

The Fund seeks to achieve a high total return (income plus capital changes) from
fixed income securities consistent with preservation of principal.

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

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

Transamerica Premier High Yield Bond Fund

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

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

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

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

* Effective 7/1/98, the Transamerica High Yield Bond Fund (separate account)
exchanged all of its assets for shares in the

Transamerica Premier High Yield Bond Fund (Fund). The inception date of the Fund
is considered to be 9/1/90, the separate account inception date. The performance
prior to 6/30/98 is the separate account's performance recalculated to reflect
the actual fees and expenses of the Fund. ** The Merrill Lynch High Yield Master
Index provides a broad-based measure of the performance of the non-investment
grade U.S. bond market. Transamerica Premier Cash Reserve Fund

The Fund seeks to maximize current income from money market securities
consistent with liquidity and preservation of principal.

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

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

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

<PAGE>

Fees and Expenses

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

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

<S> <C> <C> <C> <C>
Aggressive Growth 0.85% 0.25% 0.50% 1.60%
Equity 0.85% 0.25% 0.32% 1.42%
Index 0.30% 0.10% 0.74% 1.14%
Small Company 0.85% 0.25% 0.49% 1.59%
Value 0.75% 0.25% 1.21% 2.21%
Balanced 0.75% 0.25% 0.43% 1.43%
Bond 0.60% 0.25% 0.62% 1.47%
High Yield Bond 0.55% 0.25% 5.70% 6.50%
Cash Reserve 0.35% 0.10% 0.28% 0.73%
</TABLE>

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

The Funds' total operating expenses above include the maximum adviser fees,
maximum 12b-1 fees and estimated other expenses that the Fund may incur in 1999.
Assuming we continue the waivers described below, the actual total operating
expenses are: Aggressive Growth = 1.40%; Equity = 1.42%; Index = 0.25%; Small
Company = 1.40%; Value = 1.20%; Balanced = 1.43%; Bond = 1.30%; High Yield Bond
= 0.90%; and Cash Reserve = 0.25%. The Investment Adviser has agreed to waive
part of its Adviser Fee, the Distributor has agreed to waive the distribution
fee (Cash Reserve Fund only), and the Administrator has agreed to assume any
other operating expenses to ensure that annualized expenses for the Funds (other
than interest, taxes, brokerage commissions and extraordinary expenses) will not
exceed these caps. These measures will increase the Funds' yields. The
Administrator may, from time to time, assume additional expenses. The fee
waivers and expense assumptions may be terminated at any time without notice.

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

Investment Period
Premier Fund 1 Year 3 Years 5 Years 10 Years
- ------------------------------------------------------------
Aggressive Growth $163 $505 $871 $1,900
Equity $145 $449 $776 $1,702
Index $116 $362 $628 $1,386
Small Company $162 $502 $866 $1,889
Value $131 $409 $708 $1,556
Balanced $146 $452 $782 $1,713
Bond $150 $465 $803 $1,757
High Yield Bond $ 92 $287 $498 $1,108
Cash Reserve $ 75 $233 $406 $ 906

<PAGE>

The Funds in Detail

Premier Aggressive Growth Fund

Ticker Symbol, Investor Shares: TPAGX

Goal
Our goal is to maximize long-term growth.

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

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

Premier Equity Fund

Ticker Symbol, Investor Shares: TEQUX

Goal
Our goal is to maximize long-term growth.

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

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

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

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

Premier Index Fund

Ticker Symbol, Investor Shares: TPIIX

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

Ticker Symbol, Investor Shares: TPSCX

Goal
Our goal is to maximize long-term growth.

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

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

We may also invest in debt securities.

Premier Value Fund
Ticker Symbol, Investor Shares: TPVIX

Goal
Our goal is to maximize capital appreciation.

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

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

Premier Balanced Fund
Ticker Symbol, Investor Shares: TBAIX

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

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

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

Premier Bond Fund
Ticker Symbol, Investor Shares: TPBIX

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

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

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

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

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

Premier Cash Reserve Fund
Ticker Symbol, Investor Shares: TPCXX

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

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

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

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

Investment Adviser

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

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

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

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

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

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

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

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

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

<PAGE>
1

Statement of Additional Information - May 1, 1999

Transamerica Premier Funds

Investor and Institutional Shares

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

Combined Equity & Fixed Income Fund
Transamerica Premier Balanced Fund

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

About the Statement of Additional Information
Transamerica Investors, Inc. (Company) is an open-end, management investment
company of the series type offering a number of portfolios, known collectively
as the Transamerica Premier Funds. This Statement of Additional Information
(SAI) pertains to the Investor Class and the Institutional Class of shares of
the Transamerica Premier Funds (Fund or Funds) listed above. Each Fund is
managed separately and has its own investment objective, strategies and
policies. Each class of each Fund has its own levels of expenses and charges.
The minimum initial investment for the Investor Shares is $1,000 per Fund, or
$250 to open an IRA. The minimum initial investment for the Institutional Shares
is $1,000,000 per Fund. This SAI contains information additional to that
available in the Prospectus described below. Please refer to the Prospectus
first, then to this document. Please read it carefully. Save it for future
reference.

Contents Page
Investment Goals and Policies ........................... 2
Investment Restrictions ................................. 15
Management of the Company ............................... 18
Purchase and Redemption of Shares ....................... 24
Brokerage Allocation .................................... 25
Determination of Net Asset Value ........................ 27
Performance Information ................................. 28
Taxes ................................................... 32
Other Information ....................................... 33
Financial Statements .................................... 33
Appendix A: Description of Corporate Bond Ratings ...... 34
Appendix B: Description of Fixed-Income Instruments .... 36

Investment Goals and Policies

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

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

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

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

Swap agreements are considered to be illiquid by the SEC staff and will be
subject to the limitations on illiquid investments. See "Restricted and Illiquid
Securities."

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

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

If a seller of a repurchase agreement defaults and does not repurchase the
security subject to the agreement, the Fund would look to the collateral
security underlying the seller's repurchase agreement, including the securities
subject to the repurchase agreement, for satisfaction of the seller's obligation
to the Fund. In such event, the Fund might incur disposition costs in
liquidating the collateral and might suffer a loss if the value of the
collateral declines. In addition, if bankruptcy proceedings are instituted
against a seller of a repurchase agreement, realization upon the collateral may
be delayed or limited. If the seller is unable to make a timely repurchase, the
expected proceeds could be delayed, or the Fund could suffer a loss in principal
or current interest, or incur costs in liquidating the collateral. The Funds
have established procedures to evaluate the creditworthiness of parties making
repurchase agreements. Reverse Repurchase Agreements and Leverage The Funds may
enter into reverse repurchase agreements with Federal Reserve member banks and
U.S. securities dealers from time to time. In a reverse repurchase transaction
the Fund sells securities and simultaneously agrees to repurchase them at a
price which reflects an agreed-upon rate of interest. The Fund will use the
proceeds of reverse repurchase agreements to make other investments which either
mature or are under an agreement to resell at a date simultaneous with, or prior
to, the expiration of the reverse repurchase agreement. The Fund may utilize
reverse repurchase agreements only if the interest income to be earned from the
investment proceeds of the transaction is greater than the interest expense of
the reverse repurchase transaction.

Investment Restrictions

12. Invest for Control
No Fund may invest in companies for the purposes of exercising control or
management.

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

Management of the Company

Transamerica Investors, Inc.
Transamerica Investors, Inc. was organized as a Maryland corporation on February
22, 1995. The Company is registered with the SEC under the 1940 Act as an
open-end management investment company of the series type. Each Fund constitutes
a separate series. All series, except the Transamerica Premier Aggressive Growth
Fund, are diversified investment companies. Each series has four classes of
shares, Investor Shares, Institutional Shares, A Shares and M Shares. This SAI
describes the Investor Class and Institutional Class of shares only. For more
information about the A Shares or M Shares, available through brokers, call
800-892-7587. The Company reserves the right to issue additional classes of
shares in the future without the consent of shareholders, and can allocate any
remaining unclassified shares or reallocate any unissued classified shares. The
fiscal year-end of the Company is December 31.

Carl R. Terzian Director Chairman of Carl Terzian
Carl Terzian Associates Associates (public relations).
12400 Wilshire Blvd, Suite 200
Los Angeles, CA 90025
Age 63

Nicki Bair President Senior Vice President, TOLIC &
Transamerica Center TALIAC since 1996. Formerly Vice
1150 S. Olive St. President, TOLIC & TALIAC.
Los Angeles, CA 90015
Age 43

Following is a table of the compensation expected to be paid to each director
during the current fiscal year.

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

Transamerica Percent
Shareholder Premier Fund Owned
<S> <C>
Charles Schwab & Company, Inc.* Aggressive Growth Fund 38.8%
101 Montgomery St., San Francisco, CA 94104
Charles Schwab & Company, Inc.* Equity Fund 41.3%
101 Montgomery St., San Francisco, CA 94104
ARC Reinsurance Corporation Index Fund 29.0%
1149 S. Hill St., H-344, Los Angeles, CA 90015
Transamerica Corporation Index Fund 25.2%
600 Montgomery St., San Francisco, CA 94111-2702
Charles Schwab & Company, Inc.* Small Company Fund 46.8%
101 Montgomery St., San Francisco, CA 94104
ARC Reinsurance Corporation Value Fund 59.9%
1149 S. Hill St., H-344, Los Angeles, CA 90015
Charles Schwab & Company, Inc.* Balanced Fund 26.9%
101 Montgomery St., San Francisco, CA 94104
Transamerica Real Estate Tax Service Bond Fund 71.3%
1150 S. Olive St., Suite T-2700, Los Angeles, CA 90015
National Financial Services* High Yield Bond Fund 26.9%
200 Liberty St., 1 World Trade Center, New York, NY 10048-0202
As of March 17, 1999 Transamerica Life Insurance and Annuity Company, 1150 S.
Olive Street, Los Angeles, CA 90015 owned 100% of the Institutional Class shares
of the Premier High Yield Bond Fund.

In addition, as of March 17, 1999 the following shareholders owned 5% or more of
the Investor Class shares of the indicated equity Funds:
Transamerica Percent
Shareholder Premier Fund Owned
- -------------------------------------------------------------------------------------
National Financial Services* Aggressive Growth Fund 14.0%
1 World Trade Ctr., 200 Liberty St., New York, NY 10048
ARC Reinsurance Corporation Aggressive Growth Fund 5.9%
1149 S. Hill St., H-344, Los Angeles, CA 90015
National Financial Services* Equity Fund 8.6%
1 World Trade Ctr., 200 Liberty St., New York, NY 10048
Transamerica Corporation Equity Fund 7.2%
600 Montgomery St., San Francisco, CA 94111
Transamerica Occidental Life Insurance Co. Equity Fund 6.8%
P.O. Box 2101, Los Angeles, CA 90051-0101
Transamerica Occidental Life Insurance Co. Index Fund 9.0%
P.O. Box 512101, Los Angeles, CA 90051-0101
National Financial Services* Small Company Fund 15.3%
1 World Trade Ctr., 200 Liberty St., New York, NY 10048
ARC Reinsurance Corporation Small Company Fund 7.2%
1149 S. Hill St., H-344, Los Angeles, CA 90015
National Investors Services Corp* Small Company Fund 6.6%
55 Water Street, New York, NY 10041-3299
Charles Schwab & Company, Inc.* Value Fund 59.9%
101 Montgomery St., San Francisco, CA 94104
Transamerica Corporation Balanced Fund 16.5%
600 Montgomery St., San Francisco, CA 94111-2702
Transamerica Occidental Life Insurance Co. Balanced Fund 12.4%
P.O. Box 512101, Los Angeles, CA 90051-0101
Transamerica Investment Services Balanced Fund 7.1%
1150 S. Olive St, Suite 2700, Los Angeles, CA 90015-2297
National Investors Services Corp* Balanced Fund 6.3%
55 Water Street, New York, NY 10041-3299
National Financial Services* Balanced Fund 6.0%
1 World Trade Ctr., 200 Liberty St., New York, NY 10048
</TABLE>

* Charles Schwab & Company, Inc., National Financial Services and National
Investors Services Corp hold these shares as nominees for the beneficial owners
of such shares (none of whom individually own more than 5% of any of the Funds'
outstanding shares). With respect to such shares, these companies have no
investment discretion and only limited discretionary voting power as nominee
holders.

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

- --------------------------------------------------- ------------------- ------------------ -----------------
Transamerica Premier Fund Adviser Fee Adviser Fee Adviser Fee
Fiscal Year Earned Waived Net Received
Aggressive Growth Fund
<S> <C> <C> <C> <C>
1997 $42,912 $34,278 $8,634
1998 $502,204 $0 $502,204
Equity Fund
1996 $194,101 $134,162 $59,939
1997 $540,485 $28,198 $512,287
1998 $2,029,569 $0 $2,029,569
Index Fund
1996 $25,718 $25,718 $0
1997 $52,012 $52,012 $0
1998 $90,470 $90,470 $0
Small Company Fund
1997 $38,671 $32,982 $5,689
1998 $400,502 $0 $400,502
Value Fund
1998 $47,992 $0 $47,992
Balanced Fund
1996 $106,251 $98,079 $8,172
1997 $159,452 $49,663 $109,789
1998 $313,639 $0 $313,639
Bond Fund
1996 $72,032 $72,032 $0
1997 $79,524 $59,121 $20,403
1998 $94,170 $0 $94,170
High Yield Bond Fund
1998 $1,913 $222 $1,691
Cash Reserve Fund
1996 $102,415 $102,415 $0
1997 $147,809 $147,809 $0
1998 $233,805 $158,537 $ 75,268
- --------------------------------------------------- ------------------- ------------------ -----------------
</TABLE>

The Investment Adviser is a wholly-owned subsidiary of Transamerica Corporation,
600 Montgomery Street, San Francisco, California 94111, one of the nation's
largest financial services companies. Administrator The Funds' Administrator is
Transamerica Occidental Life Insurance Company (Administrator), 1150 South Olive
Street, Los Angeles, California 90015. The Investment Adviser pays part of its
Adviser Fee to the Administrator. The Administrator will: (1) provide the Funds
with administrative and clerical services, including the maintenance of the
Funds' books and records; (2) arrange periodic updating of the Funds' prospectus
and any supplements; (3) provide proxy materials and reports to Fund
shareholders and the Securities and Exchange Commission; and (4) provide the
Funds with adequate office space and all necessary office equipment and
services. The Administrator also provides services for the registration of Fund
shares with those states and other jurisdictions where its shares are offered or
sold. The Administrator has contracted with State Street Bank and Trust Company
to perform certain administrative functions.

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

During 1998 TSSC received $1,053,237 in 12b-1 fees, of which approximately
$179,050 was spent on telemarketing and prospectus distribution and
approximately $874,187 was spent on advertising and sales promotion. There was
no sales compensation paid in 1998.

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

Purchase and Redemption of Shares

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

Uniform Gifts to Minors
A Uniform Gifts/Transfers to Minors Act (UGMA/UTMA) account allows an adult to
put assets in the name of a minor child. The adult maintains control over these
assets until the child reaches the age of majority, which is generally 18 or 21.
State laws dictate which type of account can be used and the age of majority. An
adult must be appointed as custodian for the account and will be legally
responsible for administering the account, but the child's Social Security
number must be used. Generally, the person selected as custodian is one of the
parents or grandparents, but may be some other adult relative or friend. By
shifting assets to a custodial account, you may benefit if the child's tax rate
is lower.

Brokerage Allocation

Over the last three fiscal years the Funds have paid the following brokerage
commissions:

Determination of Net Asset Value

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

Equities traded on more than one U.S. national securities exchange or foreign
securities exchange are valued at the last sale price on each business day at
the close of the exchange representing the principal market for such securities.
The value of all assets and liabilities expressed in foreign currencies will be
converted into U.S. dollar values at the noon (eastern time) Reuters spot rate.
If such quotations are not available, the rate of exchange will be determined in
good faith by or under procedures established by the Board.

Performance Information

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

P(1 + T)n = ERV

Where:
P = a hypothetical initial payment of $1,000

T = an average annual total return

N = the number years

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

Average Annual Total Returns (as of 12/31/98)
1 5 10 Since Incep-
__________________________________________year years years Inception tion Date
---------------------------------------------------------------
<S> <C> <C> <C> <C>
Transamerica Premier Aggressive Growth Fund 84.07% - - 71.05% 6/30/97
Transamerica Premier Small Company Fund 80.27% - - 71.53% 6/30/97
Transamerica Premier Equity Fund 33.85% - - 32.59% 10/2/95
Transamerica Premier Index Fund 28.45% - - 27.71% 10/2/95
Transamerica Premier Value Fund* - - - 6.19% 3/31/98
Transamerica Premier Balanced Fund 29.30% - - 24.97% 10/2/95
Transamerica Premier High Yield Bond Fund* - - - 13.21% 6/30/98
Transamerica Premier Bond Fund 9.58% - - 7.83% 10/2/95
Transamerica Premier Cash Reserve Fund 5.45% - - 5.44% 10/2/95

* Total returns are year-to-date, not annualized, from its inception date.
</TABLE>

CTR = (ERV/P) - 1

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

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

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

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

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

Yields for Transamerica Premier Cash Reserve Fund Investor Class 7-day Current
Yield as of 12/31/98 = 5.00% 7-day Effective Yield as of 12/31/98 = 5.13%

In addition, the Company may from time to time advertise its performance
relative to certain indexes and benchmark investments, including:
the Lipper Analytical Services, Inc. Mutual Fund Performance Analysis,
Fixed-Income Analysis and Mutual Fund Indexes (which
measure total return and average current yield for the mutual fund industry
and rank mutual fund performance);
the CDA Mutual Fund Report published by CDA Investment Technologies, Inc.
(which analyzes price, risk and various measures of
return for the mutual fund industry);
the Consumer Price Index published by the U.S. Bureau of Labor Statistics
(which measures changes in the price of goods and
services);
Stocks, Bonds, Bills and Inflation published by Ibbotson Associates (which
provides historical performance figures for stocks, government securities
and inflation);
the Hambrecht & Quist Growth Stock Index;
the NASDAQ OTC Composite Prime Return;
the Russell Midcap Index;
the Russell 2000 Index;
the ValueLine Composite;
the Wilshire 5000 Index;
the Salomon Brothers World Bond Index (which measures the total return in
U.S. dollar terms of government bonds, Eurobonds and foreign bonds of ten
countries, with all such bonds having a minimum maturity of five years);
the Shearson Lehman Brothers Aggregate Bond Index or its component indexes
(the Aggregate Bond Index measures the performance
of Treasury, U.S. government agencies, mortgage and Yankee bonds);
the S&P Bond indexes (which measure yield and price of corporate,
municipal and U.S. government bonds); the J.P. Morgan Global Government
Bond Index; IBC's Money Market Fund Report (which provides industry
averages of 7-day annualized and compounded yields of taxable,
tax-free and U.S. government money market funds);
historical investment data supplied by the research departments of Goldman
Sachs, Lehman Brothers, First Boston Corporation, Morgan Stanley (including
EAFE), Salomon Brothers, Merrill Lynch, Donaldson Lufkin and Jenrette or
other providers of such data;
the FT-Actuaries Europe and Pacific Index;
mutual fund performance indexes published by Morningstar, Inc., Variable
Annuity Research & Data Service, the Investment Company Institute, the
Investment Company Data, Inc., Media General Financial, and Value Line
Mutual Fund Survey; and
financial industry analytical surveys, such as Piper Universe.

Taxes

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

Other Information

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

Financial Statements

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

<PAGE>

Appendix A

Description of Corporate Bond Ratings

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

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

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

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

Standard & Poor's Corporation AAA: This rating is the highest rating assigned by
Standard & Poor's and is indicative of a very strong capacity to pay interest
and repay principal.

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

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

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

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

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

<PAGE>

Appendix B

Description of Fixed-Income Instruments

Corporate Debt Securities
Corporate debt securities are debt issued by a corporation that pays interest
and principal to the holders at specified times.