TRANSAMERICA INVESTORS INC, 485BPOS, 2000-04-28

TRANSAMERICA INVESTORS INC
485BPOS, 2000-04-28

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As filed with the Securities and Exchange Commission on April 28, 2000

Registration No. 33-90888
811-9010

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C 20549

FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |_|

Pre-Effective Amendment No. |_|
Post-Effective Amendment No. 15 |X|

and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 17 |X|

TRANSAMERICA INVESTORS, INC.
(Exact Name of Registrant)

1150 SOUTH OLIVE, LOS ANGELES, CA 90015
(Address of Principal Executive Offices)

Registrant's Telephone Number, including Area Code:
(213) 742-2111

Name and Address of Agent for Service:

Reid A. Evers, Esquire
Vice President and Associate General Counsel
Transamerica Occidental Life Insurance Company
1150 South Olive
Los Angeles, CA 90015

Approximate date of proposed sale to the
public: As soon as practicable after effectiveness of the
Registration Statement.

The Registrant has previously filed a declaration of indefinite registration of
its shares pursuant to Rule 24F-2 under the Investment Company Act of 1940. The
Form 24F-2 for the year ended December 31, 1999 was filed on March 21, 2000.

It is proposed that this filing will become effective:
|_|immediately upon filing pursuant to paragraph (b)
|X|on May 1, 2000 pursuant to paragraph (b)
|_| 60 days after filing pursuant to paragraph (a)(1)
|_| on _____ pursuant to paragraph (a)(1)
|_| 75 days after filing pursuant to paragraph (a)(2)
|_| on ___ pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:
|_| this Post-Effective Amendment designates a new effective date for a
previously filed post-effective amendment.

<PAGE>

TRANSAMERICA PREMIER FUNDS - INVESTOR SHARES

Prospectus: May 1, 2000

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
Fund Managers
Adviser Fee
Advisers Performance on Similar Funds

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
Summary of Bond Ratings ......................................................23
Financial Highlights............................................................ 24
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 Management, LLC. The
performance shown for each Fund assumes reinvestment of dividends. We compare
each Fund's performance to a broad-based securities market index. Performance
figures for these indexes do not reflect any commissions or fees, which you
would pay if you purchased the securities represented by the index. You cannot
invest directly in these indexes. The performance data for the indexes do not
indicate the past or future performance of any Fund.

TRANSAMERICA PREMIER AGGRESSIVE GROWTH FUND

The Fund seeks to maximize long-term growth.

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

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

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

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

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 12/31/99)
SINCE INCEPTION

1 YEAR (6/30/97)*
Premier Aggressive

Growth Fund 54.25% 64.13%
S&P 500 Index* 21.04% 24.25%

* 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: 29.80% for quarter ending 12/31/99
o Worst calendar quarter: -14.57%for quarter ending 9/30/98

AVERAGE ANNUAL TOTAL RETURNS SINCE INCEPTION (AS OF 12/31/99)
SINCE INCEPTION
1 YEAR 3 YEARS (10/2/95)
- -----------------------------------------------------
Premier Equity Fund 33.26% 38.05% 32.74%
S&P 500 Index* 21.04% 27.56% 26.37%

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

AVERAGE ANNUAL TOTAL RETURNS SINCE INCEPTION (AS OF 12/31/99)
SINCE INCEPTION
1 YEAR 3 YEARS (10/2/95)
- -----------------------------------------------------
Premier Index Fund 20.65% 27.30% 26.01%
S&P 500 Index* 21.04% 27.56% 26.37%

* 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 in a diversified portfolio of domestic equity securities. Under
normal market conditions, at least 65% of the Fund will be invested in companies
with market capitalizations or annual revenues of no more than $1 billion. Your
primary risk in investing in this Fund is you could lose money. The value of
equity securities can fall due to the issuing company's poor financial condition
or poor general economic or market conditions. Because this Fund invests in
equities, its performance may vary more than fixed income funds over short
periods.

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

o Best calendar quarter: 53.56% for quarter ending 12/31/99
o Worst calendar quarter: -15.64% for quarter ending 9/30/98

AVERAGE ANNUAL TOTAL RETURNS SINCE INCEPTION (AS OF 12/31/99)
SINCE INCEPTION

1 YEAR (6/30/97)*
Premier Small

Company Fund 93.99% 80.17%
Russell 2000 Index** 21.26% 11.48%

* 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.

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 stock market volatility and investment risk in pursuit of long-term capital
growth.

[insert graph here]

o Best calendar quarter: 26.87% for quarter ending 12/31/98
o Worst calendar quarter: -13.80% for quarter ending 9/30/98

AVERAGE ANNUAL TOTAL RETURNS SINCE INCEPTION (AS OF 12/31/99)

SINCE INCEPTION
- -----------------------------------------------------------
1 YEAR (3/31/98)*
- ------------------------------------------------------
Premier Value Fund 7.37% 7.77%
S&P 500 Index 21.04% 19.46%

* The Standard and Poor's 500 Index (S&P 500) consists of 500 widely held,
publicly traded common stocks. 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: 21.75% for quarter ending 6/30/97
o Worst calendar quarter: -3.41% for quarter ending 9/30/99

AVERAGE ANNUAL TOTAL RETURNS SINCE INCEPTION (AS OF 12/31/99)
SINCE INCEPTION
1 YEAR 3 YEARS (10/2/95)
- ---------------------------------------------------------
Premier Balanced Fund 14.81% 26.20%% 22.50%
S&P 500 Index* 21.04% 27.56% 26.37%
Lehman Brothers

Government/Corporate

Bond Index** -2.15% 5.54% 5.70%

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

AVERAGE ANNUAL TOTAL RETURNS SINCE INCEPTION (AS OF 12/31/99)
SINCE INCEPTION
1 YEAR 3 YEARS (10/2/95)
- -----------------------------------------------------
Premier Bond Fund -0.22% 6.34% 5.88%
Lehman Brothers

Government/Corporate

Bond Index* -2.15% 5.54% 5.70%

* The Lehman Brothers Government/Corporate Bond Index is a broad-based unmanaged
index of government and corporate bonds with maturities of 10 years or longer
that are rated investment grade or higher by Moody's Investor Services, Inc. or
Standard & Poor's Corporation.

TRANSAMERICA PREMIER HIGH YIELD BOND FUND

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

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

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

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

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

AVERAGE ANNUAL TOTAL RETURNS SINCE INCEPTION (AS OF 12/31/99)
SINCE INCEPTION

1 YEAR 5 YEARS (9/1/90)
Premier High Yield

Bond Fund* 5.43% 11.61% 12.35%
Merrill Lynch High Yield
Master Index** 1.57% 9.61% 11.57%

* Effective 7/1/98, the Transamerica High Yield Bond Fund (separate account)
exchanged all of its assets for shares in the Transamerica Premier High Yield
Bond Fund (Fund). The inception date of the Fund is considered to be 9/1/90, the
separate account inception date. The performance prior to 6/30/98 is the
separate account's performance recalculated to reflect the actual fees and
expenses of the Fund.
** The Merrill Lynch High Yield Master Index provides a broad-based measure of
the performance of the non-investment grade U.S. bond market.

TRANSAMERICA PREMIER CASH RESERVE FUND

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

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

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

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

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

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

o Best calendar quarter: 1.39% for quarter ending 12/31/95
o Worst calendar quarter: 1.17% for quarter ending 6/30/99

AVERAGE ANNUAL TOTAL RETURNS SINCE INCEPTION (AS OF 12/31/99)
SINCE INCEPTION
1 YEAR 3 YEARS (10/2/95)
- ---------------------------------------------------------
Premier Cash Reserve Fund 5.05% 5.33% 5.35%
IBC First Tier Index** 4.57% 4.85%4.88%

* 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

There is no sales charge (load) or other transaction fees for the Funds that
you pay directly. However, investors do pay fees and expenses incurred by each
Fund.

ANNUAL FUND OPERATING EXPENSES (AS A PERCENT OF AVERAGE NET ASSETS)

TOTAL
TRANSAMERICA MANAGEMENT DISTRIBUTIONOTHER OPERATING

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

PREMIER FUND FEE (12B-1) FEE EXPENSES EXPENSES
- ---------------------------------------------------------------

Aggressive Growth 0.85% 0.25% 0.29% 1.39%
Equity 0.85% 0.25% 0.20% 1.30%
Index 0.30% 0.10% 0.59% .99%
Small Company 0.85% 0.25% 0.24% 1.34%
Value 0.75% 0.25% 0.96% 1.96%
Balanced 0.75% 0.25% 0.31% 1.31%
Bond 0.60% 0.25% 0.62% 1.47%
High Yield Bond 0.55% 0.25% 2.80% 3.60%
Cash Reserve 0.35% 0.10% 0.21% 0.66%

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

The Fund's total operating expenses above include the maximum adviser fees,
maximum 12b-1 fees and other expenses that the Fund paid during 1999. However,
during 1999, fee waivers and/or expense reimbursements were in place for some of
the Funds. With these fee waivers and reimbursements the actual total operating
expenses incurred for 1999 were: Aggressive Growth = 1.39%; Equity = 1.30%;
Index = 0.25%; Small Company = 1.34%; Value = 1.20%; Balanced = 1.31%; Bond =
1.30%; High Yield Bond = 0.90%; and Cash Reserve = 0.25%. The Adviser has agreed
to continue to waive part of its Adviser Fee, the Distributor has agreed to
continue to waive the distribution fee (Cash Reserve Fund only), and the Adviser
has agreed to reimburse 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' returns. The Adviser 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 are based on expenses without waivers or reimbursements. 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. Although, your actual costs may be higher or lower, based on
these assumptions, your costs would be:

INVESTMENT PERIOD
PREMIER FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS

- -----------------------------------------------------------
Aggressive Growth $142 $440 $761 $1,669
Equity $132 $412 $713 $1,568
Index $101 $315 $547 $1,213
Small Company $136 $425 $734 $1,613
Value $199 $615 $1057 $2,285
Balanced $133 $415 $718 $1,579
Bond $150 $465 $803 $1,757
High Yield Bond $363 $1103 $1864 $3,862
Cash Reserve $ 67 $211 $368 $ 822

THE FUNDS IN DETAIL

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

PREMIER AGGRESSIVE GROWTH FUND

Ticker Symbol, Investor Shares: TPAGX

GOAL
Our goal is to maximize long-term growth.

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

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

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

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

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

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

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

PREMIER EQUITY FUND

Ticker Symbol, Investor Shares: TEQUX

GOAL
Our goal is to maximize long-term growth.

STRATEGIES

We use a "bottom up" approach to investing. We focus on identifying fundamental
change in it's early stages and investing in premier companies. We believe in
long term investing and do not attempt to time the market. The portfolio is
constructed one company at a time. Each company passes through our rigorous
research process and stands on it's own merits as a premier company in our
opinion.

We buy securities of companies we believe have the defining features of premier
growth companies that are under-valued in the stock market. Premier companies
have many or all of these features:

|X| Shareholder-oriented management
|X| Dominance in market share
|X| Cost production advantages
|X| Leading brands
|X| Self-financed growth
|X| Attractive reinvestment opportunities

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.

THIS FUND IS INTENDED FOR:
Long-term investors who have the perspective, patience and financial ability to
take on above-average price volatility in pursuit of long-term capital growth.

PREMIER INDEX FUND

Ticker Symbol, Investor Shares: TPIIX

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

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

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

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

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

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

THIS FUND IS INTENDED FOR:
Investors who want to participate in the overall economy and who have the
perspective, patience and financial ability to take on average stock market
volatility in pursuit of long-term capital growth. By owning shares of the Fund,
you indirectly own shares in the largest U.S. companies.

PLEASE NOTE: Standard & Poor's(R), S&P(R), Standard & Poor's 500(R) and S&P
500(R) are trademarks of The McGraw-Hill Companies, Inc., and have been licensed
for use by the Sub-Adviser. The fund is not sponsored, endorsed, sold, or
promoted by Standard & Poor's, and Standard & Poor's makes no representation
regarding the advisability of investing in the fund.

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:
o Strong potential for steady growth
o High barriers to competition

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

POLICIES

We generally invest at least 65% of the Fund in a diversified portfolio of
equity securities (common stocks, preferred stocks, rights, warrants and
securities convertible into or exchangeable for common stocks) issued by small
companies. Small companies are those whose market capitalization or annual
revenues are no more than $1 billion.

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.

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

PREMIER VALUE FUND
Ticker Symbol, Investor Shares: TPVIX

GOAL
Our goal is to maximize capital appreciation.

STRATEGIES

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

We use a value discipline in selecting securities, based on purchasing
securities at a substantial discount to intrinsic value, with the goal of
producing a long term above average rate of return. Intrinsic value is a
function of a company's projected future cash flows. In projecting cash flows
and determining intrinsic value, we use multiple factors such as: |X| the
quality of the management team; |X| the company's ability to earn returns on
capital in excess of the cost of capital; |X| competitive barriers to entry; and
|X| the financial condition of the company. We take a long-term approach to
investing and view each investment in a company as owning a piece of the
business.

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.

We typically concentrate the Fund's holdings in fewer than 50 well-researched
companies.

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:

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

Fixed Income Investments - The 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.

THIS FUND IS INTENDED FOR:
Investors who seek long-term total returns that balance capital growth with
current income. This Fund allows investors to participate in both the stock and
bond markets.

PREMIER BOND FUND
Ticker Symbol, Investor Shares: TPBIX

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

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

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

THIS FUND IS INTENDED FOR:
Investors who have the perspective, patience and financial ability to take on
average bond price volatility in pursuit of a high total return.

PREMIER HIGH YIELD BOND FUND
Ticker Symbol, Investor Shares: Pending

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

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

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

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

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

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

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

THIS FUND IS INTENDED FOR:
Investors who are willing to take substantial risks in pursuit of potentially
higher rewards. The risks associated with investments in speculative securities
make this Fund suitable only for long-term investment.

PREMIER CASH RESERVE FUND
Ticker Symbol, Investor Shares: TPCXX

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

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

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

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

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

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

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

THIS FUND IS INTENDED FOR:
Investors who seek a low risk, relatively low cost way to achieve current income
through high-quality money market securities.

INVESTMENT ADVISER

The Funds' Investment Adviser is Transamerica Investment Management, LLC, TIM or
Adviser, 1150 South Olive Street, Suite 2700, Los Angeles, CA 90015. TIM was
formed December 1, 1999, and is controlled by Transamerica Investment Services,
Inc., (TIS). TIS was adviser until January 1, 2000. TIS is owned by Transamerica
Corporation, which is owned by AEGON, N.V., an international insurance group.
Under an agreement with TIM, TIS provides TIM with certain investment research
and other services and, in this regard, it serves as sub-adviser to the Funds.
TIS has managed money for insurance companies and pension plans since 1967 and
for mutual funds since 1995.

The Adviser's duties include, but are not limited to:
|X| Supervising and managing the investments of each Fund; and
|X| 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 Adviser's senior officers.

FUND MANAGERS

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

TRANSAMERICA PREMIER AGGRESSIVE GROWTH FUND

PRIMARY MANAGER SINCE 1999: CHRISTOPHER J. BONAVICO, CFA, Vice President and
Portfolio Manager, Transamerica Investment Management, LLC. Vice President and
Fund Manager, Transamerica Investment Services. Manager of the Transamerica
Aggressive Growth Fund, Transamerica Premier Small Company Fund, Transamerica
Small Company Fund, and a Transamerica corporate account. Was manager of the
Transamerica Value Fund and co-manager of the Transamerica Premier Aggressive
Growth Fund, the Transamerica Premier Small Company Fund, the Transamerica
Premier Balanced Fund and Transamerica Premier Index Fund from 1998 to 1999. Was
manager of the Transamerica Premier Index Fund from inception to 1998. B.S.,
University of Delaware. Joined Transamerica in 1993.

CO-MANAGER SINCE 1999: DANIEL J. PRISLIN
(See Value Fund below for biography.)

TRANSAMERICA PREMIER SMALL COMPANY FUND
Primary Manager since 1999: Christopher J. Bonavico
(See Aggressive Growth Fund above for biography.)

CO-MANAGER SINCE 1999: TIMOTHY S. GAUMER, CFA, Assistant Vice President and
Portfolio Manager, Transamerica Investment Management, LLC. Equity Analyst,
Transamerica Investment Services. Primary manager of a Transamerica corporate
account. Co-Manager of the Transamerica Small Company Fund since l999. Member of
The Security Analysts of San Francisco. Equity ------------------ analyst,
Chancellor LGT Asset Management, 1995-1997. Senior analyst, Emerging Growth
Management, 1994-1995. B.S., --------- University of Illinois. MBA, University
of Dallas. Joined Transamerica in 1997.

TRANSAMERICA PREMIER EQUITY FUND

PRIMARY MANAGER SINCE 1998: JEFFREY S. VAN HARTE, C.F.A., Senior Vice President
and Head of Equity Investments, Transamerica InvestmentManagement, LLC. Vice
President, Transamerica Investment Services, Inc. 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 1999: GARY U. ROLLE'
(See Balanced Fund on this page for biography.)

TRANSAMERICA PREMIER INDEX FUND

PRIMARY MANAGER SINCE 1998: LISA L. HANSEN, Assistant Vice President and
Portfolio Manager, Transamerica Investment Management, LLC. 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 2000: THOMAS J. RAY, CFA, Vice President and Portfolio Manager,
Transamerica Investment Management, LLC. Vice President and Portfolio Manager,
Transamerica Investment Services. Member of the Los Angeles Society of Financial
Analysts and Bond Club of Los Angeles. MS, University of Wisconsin-Madison.
B.B.A., University of Wisconsin-Madison. Course Administrator, University of
Wisconsin-Madison Graduate School of Business, 1990-1991. Financial Analyst,
Madison Valuation Associates, 1989-1991. Joined Transamerica in 1991.

TRANSAMERICA PREMIER VALUE FUND

PRIMARY MANAGER SINCE 1999: DANIEL J. PRISLIN, CFA, Assistant Vice President and
Portfolio Manager, Transamerica Investment Management, LLC. Equity Analyst,
Transamerica Investment Services. Primary manager of the Transamerica Value Fund
and a Transamerica corporate account. Co-Manager of the Transamerica Premier
Aggressive Growth Fund and the Transamerica Aggressive Growth Fund. Assistant
portfolio manager, Franklin Templeton Group, 1994-1998. B.S., University of
California at Berkeley. MBA, University of California at Berkeley. Joined
Transamerica in 1998.

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 and
Chief Investment Officer, Transamerica Investment Management, LLC. Executive
Vice President & Chief Investment Officer, Transamerica Investment Services.
Chairman & President, Transamerica Income Shares. Chief Investment Officer,
Transamerica Occidental Life Insurance and Transamerica Life Insurance & Annuity
Companies. Manager of the Transamerica Balanced Fund and Transamerica Premier
Balanced Fund since 1998. Co-Manager of the Transamerica Premier Equity Fund,
Transamerica Equity Fund and Fund A (both separate accounts), and Transamerica
corporate accounts. 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 1999: JEFFREY S. VAN HARTE (See Equity Fund on page __ of the
prospectus for biography.)

CO-MANAGER SINCE 1999: HEIDI Y. HU (See Bond Fund on page __ of prospectus for
biography.)

TRANSAMERICA PREMIER BOND FUND

PRIMARY MANAGER SINCE 1998: MATTHEW W. KUHNS, CFA, Vice President and Portfolio
Manager, Transamerica Investment Management, LLC. 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 Management, LLC. 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.

TRANSAMERICA PREMIER HIGH YIELD BOND FUND

PRIMARY MANAGER SINCE 1999: MATTHEW W. KUHNS (See Bond Fund on page __ of the
prospectus for his biography.)

CO-MANAGER SINCE 1999: THOMAS J. RAY
(See Index Fund above for biography.)

CO-MANAGER SINCE 1999: EDWARD S. HAN
(See Cash Reserve below for biography.)

TRANSAMERICA PREMIER CASH RESERVE FUND

PRIMARY MANAGER SINCE 1999: EDWARD S. HAN, Assistant Vice President and
Portfolio Manager, Transamerica Investment Management, LLC. Securities Analyst,
Transamerica Investment Services. MBA, Darden Graduate School of Business
Administration at the University of Virginia. BA, University of California at
Irvine. Vice President-Health Care Finance Group, Bank of America, 1993-1998.
Joined Transamerica in 1998.

CO-MANAGER SINCE 1999: HEIDI Y. HU
(See Bond Fund on page 21 of prospectus for biography.)

ADVISER FEE
For its services to the Funds, the 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.

[OBJECT OMITTED]

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

ADVISERS PERFORMANCE ON SIMILAR FUNDS

The Funds' Sub-Adviser TIS has managed separate accounts for pension clients of
Transamerica Corporation's affiliated companies for over ten years.

The investment objectives, policies and strategies of the Transamerica Premier
Equity, Index, Balanced, High Yield Bond, Bond and Cash Reserve Funds are
substantially similar in all material respects as the separate accounts from
which they were cloned. In addition, the Transamerica High Yield Bond separate
account transferred all its assets (i.e., the intact portfolio of securities) to
the Transamerica Premier High Yield Bond Fund in exchange for its shares on the
day that Premier Fund began selling shares.

The separate accounts are not registered with the SEC nor are they subject to
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").
Therefore, they were not subject to the investment limitations, diversification
requirements, and other restrictions that apply to the Funds. If the separate
accounts had been subject to Subchapter M of the Code, their performance may
have been adversely affected at times.

In addition, the separate accounts are not subject to the same fees and expenses
borne by the Funds. If the Equity, Bond and Balanced separate accounts had been
subject to the same fees and expenses as their respective mutual funds, their
performance would have been lower. If the Equity Index and Cash Management
separate accounts had been subject to the same fees and expenses as their
respective mutual funds, their performance would have been higher. The High
Yield Bond separate account performance shown below was recalculated to reflect
the fees and expenses currently being charged by the Fund.

Additionally, the performance of the Premier Funds may differ from the separate
accounts' performance for reasons such as timing of purchases and sales,
availability of cash for new investments, brokerage commissions, diversification
of securities, and the investment restrictions, both regulatory and by
prospectus, imposed on the Funds.

The separate account performance figures are not the Funds' own performance and
should not be considered a substitute for the Funds' own performance; nor should
they be considered indicative of any past or future performance of the Funds.

For comparison purposes, the separate accounts from which the Premier Funds were
cloned are shown below.

SEPARATE ACCOUNTS
Transamerica Equity Fund
Transamerica Equity Index Fund
Transamerica Balanced Fund
Transamerica High Yield Bond Fund
Transamerica Bond Fund
Transamerica Cash Management Fund

PREMIER FUNDS
- -------------
Transamerica Premier Equity Fund
Transamerica Premier Index Fund
Transamerica Premier Balanced Fund
Transamerica Premier High Yield Bond Fund
Transamerica Premier Bond Fund
Transamerica Premier Cash Reserve Fund

There are no corresponding separate accounts for the Transamerica Premier
Aggressive Growth Fund, the Transamerica Premier Small Company Fund, and the
Transamerica Premier Value Fund.

The following table illustrates the separate accounts' performance1 as compared
to the Premier Funds2 Investor Class and recognized industry indexes since
inception and over the last one, five, and ten-year periods ending December 31,
1999.

1 5 10 SINCE
YEAR YEARS YEARS INCEPTION

Equity Fund
34.78% 39.34% 28.82% 26.17%
Premier Equity Fund
33.26% -- -- 32.74%
S&P 500 Index4
21.05% 28.56% 18.21% 16.26%

1 5 10 SINCE
YEAR YEARS YEARS INCEPTION
Equity Index Fund
20.15% 27.82% 17.48% 17.63%
Premier Index Fund
20.65% -- -- 26.01%
S&P 500 Index4
21.05% 28.56% 18.21% 16.26%

Balanced Fund
15.82% 26.14% -- 21.08%
Premier Balanced Fund
14.81% -- -- 22.50%
S&P 500 Index4
21.05% 28.56% 18.21% 16.26%
Lehman Brothers
Govt./Corporate Index6
-2.15% 7.60% 7.66% 9.17%

High Yield Bond Fund
5.50% 11.79% ---- 12.55%
Premier High Yield Bond Fund
5.43% 11.61% ---- 12.35%
Merrill Lynch All High5
Yield Index
1.57% 9.61% - -- 11.57%

Bond Fund
-0.92% 8.98% 8.96% 11.37%
Premier Bond Fund
-0.22% -- -- 5.88%
Lehman Brothers
Govt./Corporate Index6
-2.15% 7.60% 7.66% 9.17%

Cash Management Fund7
4.63% 5.04% 4.85% 6.44%
Premier Cash Reserve Fund
5.05% -- -- 5.35%
IBC First Tier Index8
4.57% 4.97% 4.79% 6.38%

1 Average Annual Total Return calculated as shown in the Statement of
Additional Information.
2 The performance of the Premier Funds reflects that of the Investor Shares,
which are subject to Rule 12b-1 fees. 3 The inception date of all Premier Funds
shown in the table is October 2, 1995. Inception dates of the separate accounts:
Equity - 10/1/87; Equity Index - 10/1/86; Balanced - 4/1/93; High Yield Bond -
9/1/90; Bond - 5/1/83; and Cash Management - 1/3/82. The inception dates shown
for the indexes match the dates of the separate accounts' inception. 4 The
Standard and Poor's 500 Index consists of 500 widely held, publicly traded
common stocks. 5 The Merrill Lynch All High Yield Index consists of high yield
bonds.
6 The Lehman Brothers Government/Corporate Bond Index is a broad-based unmanaged
index of government and corporate bonds with maturities of 10 years or longer
that are rated investment grade or higher by Moody's Investor Services, Inc. or
Standard and Poor's Corporation.
7 The 7-day current yield was 5.63% as of 12/31/99.
8 IBC's Money Fund ReportTM-First Tier is a composite of taxable money market
funds that meet the SEC's definition of first tier securities contained in Rule
2a-7 under the Investment Company Act of 1940.
These indexes do not reflect any commissions or fees which would be
incurred by an investor purchasing the securities represented by each index.

SHAREHOLDER SERVICES

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

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

o PremierQuote, a 24-hour automated information and transactions service line
(1-800-892-7587, option 2) o On-line Transactions, including purchasing,
exchanging, and redeeming shares, are available via our web site at
www.transamericafunds.com.

YOU CHOOSE THE SERVICES THAT MEET YOUR
PERSONAL NEEDS FOR INVESTING AND
CONVENIENCE. HAVE QUESTIONS? WE'RE
READY TO HELP.
SIMPLY CALL 1-800-89-ASK-US (1-800-892-7587) FOR
ASSISTANCE AND INFORMATION.

To Open Your Account, All You Need To Do Is:
o Complete the application;
o Enclose a check or money order for the amount you want to invest; and o Mail
these two items to:

Transamerica Premier Funds
P.O. Box 9232
Boston, MA 02205-9232.

o You can also make your initial investment by wiring funds from your bank to
our custodian, State Street Bank. For instructions on this option, please
refer to the section entitled "By Wire" in BUYING SHARES.

BUYING SHARES

Here's what you need to do:

BY MAIL for additional investments in the Funds of your choice.
o Fill out an investment coupon from a previous confirmation statement;
or
o Indicate on your check or a separate piece of paper your name, address
and account number; and
o Mail it to: Transamerica Premier Funds

P.O. BOX 9232
BOSTON, MA 02205-9232.

BY AUTOMATIC INVESTMENT PLAN for regular monthly investments from your bank
account or other source to the Fund(s) of your choice: o Select this service
when you fill out your application; o Choose the day of each month that you want
to invest; and o Choose the amount you want to invest in each Fund ($50 minimum
per Fund per month).

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

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

IMPORTANT INFORMATION ABOUT BUYING SHARES

Here's what you need to know:

BY MAIL
o All investments made by check should be in U.S. dollars and made
payable to Transamerica Premier Funds.
o In the case of a retirement account, the check should be made payable
to the custodian, State Street Bank and
Trust Company.

o We will not accept third party checks or checks without your preprinted name
and address. o We will not accept checks drawn on credit card accounts. o When
you make investments by check or automatic investment plan, you must wait 15
business days before you can

redeem that investment.

BY AUTOMATIC INVESTMENT PLAN
o Monthly investments must be at least $50 for each Fund in which you are
automatically investing. o You can change the date or amount of your monthly
investment, or cancel your Automatic Investment Plan, at any
time by letter or telephone (with previous authorization from you). Give us
at least 20 business days before the change is to become effective.

BY TELEPHONE
o We accept all telephone instructions we reasonably believe to be accurate and
genuine. o We will take reasonable precautions to make sure that telephone
instructions are genuine. o Positively identifying customers, tape recording
telephone instructions, and providing written confirmations are

precautions we may take to provide a reasonable level of assurance that
telephonic purchases are genuine.

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

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

MINIMUM INVESTMENT
MINIMUM MINIMUM
INITIAL SUBSEQUENT
TYPE OF ACCOUNT NVESTMENT INVESTMENT
- -----------------------------------------------------
Regular Accounts $1,000 $100 / $50*
Pension Plans or IRAs $250 None
Uniform Gift to Minors
(UGMA) or Transfer
to Minors (UTMA) $250 $100 / $50*
Automatic Investment Plans $50 $50

*Minimum subsequent investment is $50 per month for the Automatic Investment
Plan.

SELLING SHARES

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

Here's what you need to do:

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

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

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

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

IMPORTANT INFORMATION ABOUT SELLING SHARES

Here's what you need to know:

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

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

BY CHECK (Transamerica Premier Cash Reserve Fund only)
o If you close your account by check, we will send you any accrued dividends by
check. o You can write an unlimited number of checks, as long as: o each check
is for $250 or more; and o the account balance remains above the required
minimum of $500.
o This option is not available for pension or retirement accounts of any
kind, including IRAs, or any other account controlled by a fiduciary.

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

SELLING SHARES: IN DETAIL

REDEMPTION TIMETABLES & PRACTICES

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

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

PURCHASE CHECKS MUST CLEAR PRIOR TO REDEEMING SHARES
If you redeem shares shortly after buying them, we may hold the proceeds from
your redemption for more than seven days, but only until the purchase check
clears. This may take up to 15 days. If you anticipate redemptions soon after
buying shares, please wire your purchase payment to avoid this delay.

REDEMPTION TRANSACTION POLICIES

WHEN PRICING OCCURS
All redemptions are made and the price of your shares is determined on the day
we receive all of the necessary documentation.

DOLLAR AMOUNTS ONLY
We cannot accept redemptions for a certain date or price per share. We can only
accept redemptions for the dollar amount that you state.

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

REDEMPTION SAFEGUARDS

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

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

ALL CHECKS GO TO ADDRESS OF RECORD
We will mail all checks to the address on the account, unless you instruct us in
writing to do otherwise.

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

SPOUSAL CONSENT & RETIREMENT PLAN REDEMPTIONS
If a redemption request is made for an account that is part of a qualified
pension plan, spousal consent may be required.

IRS REDEMPTION REPORTING REQUIREMENTS
The IRS requires that requests to redeem shares in an IRA or 403(b) plan be
accompanied by an IRS Form W4-P (pension income tax withholding form, which we
provide) and a reason for withdrawal.

MARKET TIMING

We may not accept your repurchase if you have made four or more redemptions and
repurchases involving the same Fund within the same calendar year.

EXCHANGING SHARES BETWEEN FUNDS

Exchanging shares that you own in one Fund for shares in another enables you to
redirect your investment dollars. Each Fund has a different portfolio of
investments designed to fulfill a specific financial goal. Assess your changing
needs for growth, income and capital preservation. As your investment needs
change, you may find it beneficial to exchange shares to the Funds whose
purposes most closely match your current personal goals.

YOU CAN EXCHANGE SHARES BY MAIL, BY TELEPHONE OR BY AUTOMATIC EXCHANGE PLAN

Here's what you need to do:
o To exchange shares by mail or telephone, use the same procedures you would
in buying shares. Exchanges are available to any resident of any state in
which Fund shares are legally sold.
o You may exchange shares once or twice per month with the Automatic Exchange
Plan. The minimum is $50 per month. You need to request this service in
writing, and your request must be signed by all registered owners of the
account. Call 1-800-89-ASK-US for more information.

Here's what you need to know:
o Exchanges are not designed for market-timing purposes.
o Exchanges are designed to help you more closely align your investments with
your personal investment objectives and risk tolerance levels.
o Exchanges are treated as a sale of shares from one Fund and the purchase of
shares in another Fund, and therefore could be taxable events.
o Exchanges can be made in regular intervals using the Automatic Exchange Plan.
o Exchanges may be suspended for the remainder of the calendar year if you
make more than four exchanges involving the same Fund without the Automatic
Exchange Plan.
o Exchanges into or out of the Funds are made at the next determined net
asset value per share after we receive all necessary information.
o Exchanges are accepted only if the ownership registrations of both accounts
are identical. o Exchanges can be rejected, or the exchange option can be
modified or terminated at any time.

INVESTOR REQUIREMENTS & SERVICES

TAXPAYER IDENTIFICATION NUMBERS
|X| You must provide your taxpayer identification number.
|X| You must state whether you are subject to backup withholding for prior
under-reporting.
|X| Without your taxpayer identification number, redemptions, exchanges,
dividends and capital gains distributions will be subject to federal
withholding tax.

CHANGES OF ADDRESS

BY TELEPHONE Please call 1-800-89-ASK-US to change the address on your account.

BY WRITTEN REQUEST Send us a written notification signed by all registered
owners of your account. Include:
a. The name of your Fund(s);
b. The account number(s);
c. The names on the account(s); and
d. Both old and new addresses.

REDEMPTION SAFEGUARD Within the first 30 days of an address change, telephone
redemptions are permissible only if the redemption proceeds are wired or
electronically transferred.

SIGNATURE GUARANTEES
|X| Signature guarantees are required of all owners of record on accounts
involving redemptions of $50,000 or more. |X| Signature guarantees must be made
by a bank, trust company, saving bank, savings and loan association or member
of a national stock exchange.
|X| Please call 1-800-89-ASK-US with any questions regarding this subject.

MINIMUM ACCOUNT BALANCES
|X| Each account in which you own shares must maintain a minimum balance of
$500. |X| If an account falls below $500 as a result of your action, we will
notify you. |X| We will give you 30 days to increase your balance.
|X| If you do not increase your balance, we will redeem your shares and pay you
their value.

|X| This minimum does not apply if:
a) You are actively contributing to that account through the Automatic
Investment Plan; or
b) Your Fund shares are in a pension or retirement savings program
(including IRAs), or a Uniform Gifts to Minors Account(UGMA/UTMA).

TRANSFERRING OWNERSHIP OF SHARES

TO TRANSFER OWNERSHIP OF YOUR SHARES to another person or organization, or to
change the name on an account, you must send us written instructions. This
request must be signed by all registered owners of your account and the
signatures must be guaranteed.

TO CHANGE THE NAME ON AN ACCOUNT, the shares must be transferred to a new
account. This request must include a signature guarantee. This option is not
available for pension and retirement savings programs. Please call
1-800-89-ASK-US for additional information.

YOUR STATEMENTS, ANNUAL REPORT & PROSPECTUS

QUARTERLY STATEMENTS We will send you a consolidated, quarterly statement of
your account, showing all transactions since the beginning of the current
quarter.

STATEMENTS UPON REQUEST You can request a statement of your account activity at
any time.

TRANSACTION CONFIRMATIONS Each time you invest, redeem, transfer or exchange
shares, we will send you a confirmation of the transaction.

ANNUAL REPORTS Each year, we will send you an annual report that includes
audited financial statements for the fiscal year ended December 31. It will
include a list of securities held in each Fund on that date.

SEMI-ANNUAL REPORTS Each year, we will send you a semi-annual report that
includes unaudited financial statements for the six months ended June 30. It
will also include a list of securities held in each Fund on that date.

PROSPECTUS Each year, we will send you a new Prospectus.

STATEMENT OF ADDITIONAL INFORMATION We revise this reporting document annually.
You must request this from us if you wish to receive it.

RESERVATION OF RIGHTS
We reserve the right to amend, suspend, or discontinue any of these options at
any time without prior notice.

YOUR GUIDE TO: DIVIDENDS & CAPITAL GAINS

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

YOUR DISTRIBUTION OPTIONS:

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

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

ALL CASH allows you to have both dividends and capital gains paid to you in
cash.

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

HOW, WHEN & AT WHAT PRICE

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

DIVIDEND PAYMENT SCHEDULES:

FUND WHEN IT PAYS
- ------------------------------------------------
Premier Aggressive Growth Fund Annually
Premier Equity Fund Annually
Premier Index Fund Annually
Premier Small Company Fund Annually
Premier Value Fund Annually
Premier Balanced Fund Annually
Premier Bond Fund Monthly
Premier High Yield Bond Fund Monthly
Premier Cash Reserve Fund Monthly

FACTS ABOUT THE PREMIER CASH RESERVE FUND

Dividends on the Premier Cash Reserve Fund are determined daily but paid
monthly.
|X| You will begin earning these dividends on the next business day after your
purchase is effective. |X| You will earn dividends on the day your redemption is
paid.

YOUR GUIDE TO: FEDERAL TAXES AND YOUR FUND SHARES

DIVIDENDS AND SHORT TERM CAPITAL GAINS paid by a Fund will be taxable to its
shareholders as ordinary income whether reinvested or paid in cash.

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

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

ANNUAL TAX REPORTING DOCUMENTATION After each calendar year, we will notify you
of the amount and type of distributions you received from each Fund for Federal
tax purposes.

FOR IRAS AND PENSION PLANS, dividends and capital gains are reinvested and not
taxed until you receive a qualified distribution.

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

REDEMPTIONS AND EXCHANGES of shares are taxable events which may represent gains
or losses for you.

CORRECT TAXPAYER IDENTIFICATION NUMBERS must be furnished by shareholders to
avoid backup withholding of federal income tax on distributions, redemptions and
exchanges.

NON-RESIDENT ALIEN WITHHOLDING Shareholders that are not U.S. persons under the
Internal Revenue Code are subject to different tax rules. Dividends and capital
gains distributions may be subject to nonresident alien withholding.

BACKUP WITHHOLDING STATUS You will also be asked to certify that you are not
subject to backup withholding for failure to report income to the Internal
Revenue Service.

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

OTHER TAXES

STATE AND LOCAL TAXES In addition to federal taxes, you may be subject to state
and local taxes on payments received from the Funds.

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

YOUR TAX ADVISER Check with your own tax adviser regarding specific questions
regarding Federal, state and local taxes.

SHARE PRICE

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

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

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

WHEN SHARE PRICE IS DETERMINED
Except for the Transamerica Premier Cash Reserve Fund, the net asset value of
each Fund is determined only on days that the New York Stock Exchange (Exchange)
is open. The net asset value of the Transamerica Premier Cash Reserve Fund is
determined only on days that the Federal Reserve is open.

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

DISTRIBUTION PLAN
Investor shares are available on a no-load basis directly to individuals,
companies, retirement programs, and other investors from Transamerica Securities
Sales Corporation (TSSC), the Distributor.

Each Fund makes payments to TSSC for the sale and distribution of its shares
according to a plan adopted to meet the requirements of Rule 12b-1 under the
Investment Company Act of 1940. There is an annual 12b-1 distribution fee of
0.25% of the average daily net assets of each Fund, except the Transamerica
Premier Index and Cash Reserve Funds. The distribution fee for the Index and
Cash Reserve Funds is 0.10%. These fees accrue daily and are based on an annual
percentage of the daily average net assets.

Because these fees are paid out of each Fund's assets on an on-going basis, over
time these fees will increase the cost of your investment and may cost you more
than paying other types of sales charges.

From time to time, and for one or more Funds, the Distributor may waive all or
any portion of these fees at its discretion. The fee for the Premier Cash
Reserve Fund is currently being waived. The Distributor may terminate this
waiver at any time.

SUMMARY OF BOND RATINGS

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

<PAGE>

FINANCIAL HIGHLIGHTS

The following information is intended to help you understand the Funds'
financial performance since their inception. The total returns in the table
represent the rate the investor would have earned (or lost) in that year on that
Fund, assuming reinvestment of all dividends and distributions. This information
has been audited by Ernst & Young LLP, independent certified public accountants,
covering the last five fiscal years ended December 31, 1995, 1996, 1997, 1998
and 1999. You should read this information along with the financial statements
and accompanying notes in the annual report. You can get more information about
the Funds' performance in the annual report, which is available to you at no
charge. To get a copy of this, see back cover.

<PAGE>

FINANCIAL HIGHLIGHTS

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

Transamerica Premier Small Company Fund
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Investor Class
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Year Ended Year Ended Period Ended Year Ended Year Ended Period Ended
December 31,December 31, 1998 DDecember331,11998 December 31, 1997*
------------------------------------------------------------------------------
- ------------------------------------- -------------
Net Asset Value

<S> <C> <C> <C> <C> <C> <C>
Beginning of period $22.42 $12.18 $10.00 $21.99 $12.49 $10.00
------------------------------------------------------------------------------

Operations

Net investment loss1 (0.33)a (0.04) (0.03) (0.29)a (0.02) (0.02)

Net realized and unrealized gain on investm12.37 10.28 2.21 20.29 9.93 2.51
------------------------------------------------------------------------------

Total from investment operations 12.04 10.24 2.18 20.00 9.91 2.49
------------------------------------------------------------------------------

Dividends/Distributions to Shareholders

Net investment income ---- ---- ---- ---- ---- ----

Net realized gains on investments (0.91) ---- ---- (3.04) (0.41) ----
------------------------------------------------------------------------------

Total dividends/distributions (0.91) ---- ---- (3.04) (0.41) ----
------------------------------------------------------------------------------

Net Asset Value

End of period $33.55 $22.42 $12.18 $38.95 $21.99 $12.49
==============================================================================

Total Return 2 54.25% 84.07% 21.80% 93.99% 80.27% 24.90%
==============================================================================

Ratios and Supplemental Data

Expenses to average net assets:

After reimbursement/fee waiver 1.39% 1.40% 1.40%+ 1.34% 1.40% 1.40%+

Before reimbursement/fee waiver 1.39% 1.60% 2.08%+ 1.34% 1.59% 2.12%+

Net investment loss, after reimbursement/f(1.30%)er (0.92%) (0.59%)+ (1.09%) (0.67%) (0.43%)+

Portfolio turnover rate 80% 32% 17% 50% 26% 74%

Net assets, end of period (in thousands)$236,741 $177,493 $12,780 $345,341 $209,388 $11,122
==============================================================================
</TABLE>

+ Annualized

* Inception (Investor Class) - June 30, 1997; funds commenced operations on July
1, 1997.

1 Net investment loss is after waiver of fees by the Adviser and reimbursement
of certain expenses by the Administrator (Note 2). If the Adviser had not
waived fees and the Administrator had not reimbursed expenses, net investment
loss per share would have been $(0.33), $(0.05) and $(0.06) for the
Aggressive Growth Fund and $(0.29), $(0.03) and $(0.06) for the Small Company
Fund, for the periods ended December 31, 1999, 1998 and 1997, respectively.

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

a Per share net investment loss has been determined on the basis of the average
number of shares outstanding during the period.
<PAGE>
<TABLE>
<CAPTION>

Transamerica Premier Equity Fund Transamerica Premier Value Fund
------------------------------------------------------------------------------------------
Investor Class Investor Class
------------------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year
Ended Period Ended Year Ended Period
Ended December 31,December 31, December
31,December 31,December 31, 1December
31, December 31, 1998**
------------------------------------------------------------------------------------------
- ---------------------------------------- -------------
Net Asset Value

<S> <C> <C> <C> <C> <C> <C> <C>
Beginning of period $24.78 $18.53 $12.65 $9.82 $10.00 $10.59 $10.00
------------------------------------------------------------------------------------------

Operations

Net investment income (loss)1 (0.29)a (0.15) (0.04) (0.06) 0.02 (0.10)a ----

Net realized and unrealized gain (loss) on inve8.40nts 6.42 6.05 2.91 (0.20) 0.88 0.62
------------------------------------------------------------------------------------------

Total from investment operations 8.11 6.27 6.01 2.85 (0.18) 0.78 0.62
------------------------------------------------------------------------------------------

Dividends / Distributions to Shareholders

Net investment income ---- ---- ---- (0.02) ---- ---- (0.03)

Net realized gains on investments (0.93) (0.02) (0.13) ---- ---- ---- ----
------------------------------------------------------------------------------------------

Total dividends / distributions (0.93) (0.02) (0.13) (0.02) ---- ---- (0.03)
------------------------------------------------------------------------------------------

Net Asset Value

End of period $31.96 $24.78 $18.53 $12.65 $9.82 $11.37 $10.59
==========================================================================================

Total Return 2 33.26% 33.85% 47.51% 29.07% (1.80%) 7.37% 6.19%
==========================================================================================

Ratios and Supplemental Data

Expenses to average net assets:

After reimbursement/fee waiver 1.30% 1.42% 1.49% 1.50% 0.25%+ 1.20% 1.20%+

Before reimbursement/fee waiver 1.30% 1.42% 1.51% 1.95% 2.39%+ 1.96% 2.21%+

Net investment income (loss), after reimburse(1.07%)e waiv(0.96%) (0.71%) (0.66%) 1.51%+ (0.90%) (0.04%)+

Portfolio turnover rate 42% 59% 13% 60% ---- 87% 72%

Net assets, end of period (in thousands) $323,538 $290,318 $111,567 $30,454 $11,070 $9,256 $9,111
==========================================================================================

</TABLE>

+ Annualized

* Inception (Investor Class) - October 2, 1995.

** Inception (Investor Class) - March 31, 1998; fund commenced operations on
April 1, 1998.

1 Net investment loss is after waiver of fees by the Adviser and reimbursement
of certain expenses by the Administrator (Note 2). If the Adviser had not
waived fees and the Administrator had not reimbursed expenses, net
investment income per share would have been $(0.29), $(0.15), $(0.04),
$(0.10) and $(0.01), for the Equity Fund for the periods ended December 31,
1999, 1998, 1997, 1996 and 1995, respectively and $(0.18) and $(0.08) for
the Value Fund for the periods ended December 31, 1999 and 1998,
respectively.

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

a Per share net investment loss has been determined on the basis of the
average number of shares outstanding during the period.

<PAGE>

Transamerica Premier Index Fund
---------------------------------------------------------------------
Investor Class
---------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended Period Ended
December 31, 1December 31, December 31, 1December 31, 1December 31, 1995*
---------------------------------------------------------------------
- -----------------------------------

<S> <C> <C> <C> <C> <C>
$18.63 $15.49 $11.96 $10.59 $10.00
---------------------------------------------------------------------

0.34a 0.37 0.32 0.27 0.06

3.47 3.98 3.60 2.06 0.53
---------------------------------------------------------------------

3.81 4.35 3.92 2.33 0.59
---------------------------------------------------------------------

(0.30) (0.37) (0.32) (0.33) ----

(0.75) (0.84) (0.07) (0.63) ----
---------------------------------------------------------------------

(1.05) (1.21) (0.39) (0.96) ----
---------------------------------------------------------------------

$21.39 $18.63 $15.49 $11.96 $10.59
=====================================================================

20.65% 28.45% 33.14% 22.33% 5.90%
=====================================================================

0.25% 0.25% 0.25% 0.35% 0.25%+

0.99% 1.14% 1.57% 2.29% 4.12%+

1.67% 2.26% 2.31% 2.48% 2.70%+

22% 32% 11% 94% 4%

$50,374 $36,342 $23,992 $10,814 $6,934
=====================================================================

</TABLE>

Annualized

Inception (Investor Class) - October 2, 1995.

Net investment income is after waiver of fees by the Adviser and reimbursement
of certain expenses by the Administrator (Note 2). If the Adviser had not waived
fees and the Administrator had not reimbursed expenses, net investment income
(loss) per share would have been $0.19, $0.22, $0.14, $0.06 and $(0.03) for the
Index Fund for the periods ended December 31, 1999, 1998. 1997, 1996 and 1995,
respectively.

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

Per share net investment income has been determined on the basis of the average
number of shares outstanding during the period.
<PAGE>
<TABLE>
<CAPTION>

Transamerica Premier Balanced Fund
---------------------------------------------------------------------
Investor Class
---------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended Period Ended
December 31, 1December 31, 1December 31, 1December 31, December 31, 1995*
---------------------------------------------------------------------
- ------------------------------------
Net Asset Value

<S> <C> <C> <C> <C> <C>
Beginning of period $19.24 $15.54 $11.57 $10.23 $10.00
---------------------------------------------------------------------

Operations

Net investment income1 0.35a 0.23 0.11 0.14 0.06

Net realized and unrealized gain on investmen2.43 4.31 3.97 1.40 0.17
---------------------------------------------------------------------

Total from investment operations 2.78 4.54 4.08 1.54 0.23
---------------------------------------------------------------------

Dividends / Distributions to Shareholders

Net investment income (0.37) (0.22) (0.11) (0.20) ----

Net realized gains on investments (1.15) (0.62) ---- ---- ----
---------------------------------------------------------------------

Total dividends / distributions (1.52) (0.84) (0.11) (0.20) ----
---------------------------------------------------------------------

Net Asset Value

End of period $20.50 $19.24 $15.54 $11.57 $10.23
=====================================================================

Total Return 2 14.81% 29.30% 35.38% 15.28% 2.30%
=====================================================================

Ratios and Supplemental Data

Expenses to average net assets:

After reimbursement/fee waiver 1.31% 1.43% 1.45% 1.45% 0.25%+

Before reimbursement/fee waiver 1.31% 1.43% 1.62% 1.94% 2.12%+

Net investment income, after reimbursement/f1.76%iver 1.60% 0.83% 1.34% 3.12%+

Portfolio turnover rate 61% 32% 23% 19% 16%

Net assets, end of period (in thousands) $64,448 $61,920 $26,799 $16,041 $12,084
=====================================================================

</TABLE>

+ Annualized

* Inception (Investor Class) - October 2, 1995.

1 Net investment income is after waiver of fees by the Adviser and
reimbursement of certain expenses by the Administrator (Note 2). If the
Adviser had not waived fees and the Administrator had not reimbursed
expenses, net investment income per share would have been $0.35, $0.23,
$0.09, $0.09 and $0.02, for the Balanced Fund for the periods ended December
31, 1999, 1998, 1997, 1996 and 1995, respectively.

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

a Per share net investment income has been determined on the basis of the
average number of shares outstanding during the period.

Transamerica Premier High Yield Bond Fund Transamerica Premier Bond Fund
---------------------------------------------------------------------------------------------
------------------------------------------------------------------
Investor Class Investor Class
------------------------------------------------------------------
---------------------------------------------------------------------------------------------
Year Ended Period Ended Year Ended Year Ended
Year Ended Year Ended Period Ended December
31, 1December 31, December 31, December 31,
December 31, December 31, December 31, 1995**
---------------------------------------------------------------------------------------------
- ----------------------------------

<S> <C> <C> <C> <C> <C> <C> <C>
$9.63 $10.00 $10.41 $10.19 $9.86 $10.37 $10.00
---------------------------------------------------------------------------------------------

0.79 0.73 0.58 0.61 0.62 0.56 0.16

(0.27) (0.68) (0.60) 0.33 0.33 (0.46) 0.32
---------------------------------------------------------------------------------------------

0.52 0.05 (0.02) 0.94 0.95 0.10 0.48
---------------------------------------------------------------------------------------------

(0.86) (0.41) (0.59) (0.61) (0.62) (0.61) (0.11)

---- (0.01) (0.07) (0.11) ---- ---- ----
---------------------------------------------------------------------------------------------

(0.86) (0.42) (0.66) (0.72) (0.62) (0.61) (0.11)
---------------------------------------------------------------------------------------------

$9.29 $9.63 $9.73 $10.41 $10.19 $9.86 $10.37
=============================================================================================

5.43% 0.58% (0.22%) 9.58% 9.99% 1.16% 4.82%
=============================================================================================

0.90% 0.90%+ 1.30% 1.30% 1.30% 1.30% 0.25%+

3.60% 6.50%+ 1.47% 1.47% 1.64% 1.81% 1.93%+

8.94% 23.97%+ 5.82% 5.94% 6.25% 5.66% 6.55%+

30% 22% 301% 165% 99% 7% 19%

$1,610 $1,402 $16,833 $17,340 $14,236 $12,553 $11,827
=============================================================================================

</TABLE>

Annualized

Inception (Investor Class) - June 30, 1998; fund commenced operations on July 1,
1998.

Inception (Investor Class) - October 2, 1995.

Net investment income is after waiver of fees by the Adviser and reimbursement
of certain expenses by the Administrator (Note 2). If the Adviser had not waived
fees and the Administrator had not reimbursed expenses, net investment income
per share would have been $0.55 and $0.56 for the High Yield Bond Fund for the
periods ended December 31, 1999 and 1998, respectively and $0.57, $0.59, $0.58,
$0.50 and $0.12 for the Bond Fund for the periods ended December 31, 1999, 1998,
1997, 1996 and 1995, respectively.

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

Transamerica Premier Cash Reserve Fund Transamerica Premier High Yield Bond Fund
---------------------------
-------------------------------------------------------------------------------------------
Investor Class Institutional Class
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended
Period Ended Year Ended Period Ended December
31, December 31,December 31, December
31,December 31, 1December 31, December 31,
1998**
-------------------------------------------------------------------------------------------
- ------------------------------------------------
Net Asset Value

<S> <C> <C> <C> <C> <C> <C> <C>
Beginning of period $1.00 $1.00 $1.00 $1.00 $1.00 $9.61 $10.00
-------------------------------------------------------------------------------------------

Operations

Net investment income1 0.05 0.05 0.05 0.05 0.01 0.88 0.42

Net realized and unrealized loss on investm---- ---- ---- ---- ---- (0.36) (0.38)
-------------------------------------------------------------------------------------------

Total from investment operations 0.05 0.05 0.05 0.05 0.01 0.52 0.04
-------------------------------------------------------------------------------------------

Dividends / Distributions to Shareholders

Net investment income (0.05) (0.05) (0.05) (0.05) (0.01) (0.88) (0.42)

Net realized gains on investments ---- ---- ---- ---- ---- ---- (0.01)
-------------------------------------------------------------------------------------------

Total dividends / distributions (0.05) (0.05) (0.05) (0.05) (0.01) (0.88) (0.43)
-------------------------------------------------------------------------------------------

Net Asset Value

End of period $1.00 $1.00 $1.00 $1.00 $1.00 $9.25 $9.61
===========================================================================================

Total Return 2 5.05% 5.45% 5.48% 5.34% 1.39% 5.50% 0.51%
===========================================================================================

Ratios and Supplemental Data

Expenses to average net assets:

After reimbursement/fee waiver 0.25% 0.25% 0.25% 0.25% 0.25%+ 0.65% 0.65%+

Before reimbursement/fee waiver 0.66% 0.73% 0.95% 1.09% 1.37%+ 0.69% 0.80%+

Net investment income, after reimbursement4.97%waiver 5.29% 5.35% 5.21% 5.55%+ 9.10% 8.81%+

Portfolio turnover rate ---- ---- ---- ---- ---- 30% 22%

Net assets, end of period (in thousands$165,301 $76,267 $51,246 $32,041 $27,996 $77,159 $71,415
===========================================================================================

</TABLE>

+ Annualized

* Inception (Investor Class) - October 2, 1995.

** Inception (Institutional Class) - June 30, 1998; fund commenced operations on
July 1, 1998.

1 Net investment income is after waiver of fees by the Adviser and
reimbursement of certain expenses by the Administrator (Note 2). If the
Adviser had not waived fees and the Administrator had not reimbursed
expenses, net investment income per share would have been $0.05, $0.05,
$0.05, $0.04 and $0.01 for the Cash Reserve Fund for the periods ended
December 31, 1999, 1998, 1997, 1996 and 1995, respectively and $0.87 and
$0.41 for the High Yield Bond Fund for the periods ended December 31, 1999
and 1998, respectively.

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

<PAGE>

ADDITIONAL INFORMATION AND ASSISTANCE

You may get more information, at no change, about these Funds by requesting the
following:

ANNUAL AND SEMI-ANNUAL REPORT
These reports describe the Funds' performance and list their portfolio holdings
and financial condition. They also discuss the market conditions and the
portfolio managers' strategies that significantly affected the Funds'
performance during the covered period.

STATEMENT OF ADDITIONAL INFORMATION (SAI)
This document gives additional information about the Funds. The SAI was filed
with the Securities and Exchange Commission (SEC) and incorporated by reference
as part of the prospectus.

TO OBTAIN INFORMATION FROM TRANSAMERICA PREMIER FUNDS
o Call 1-800-89-ASK-US (1-800-892-7587)
o Option 1: to request annual/semi-annual report, statement of additional
information, and other literature; and to
ask questions about the Funds
o Option 2: PremierQuote, automated information and transactions
vailable 24 hours, 7 days a week
o Option 3: shareholder service representative.
o Write to Transamerica Premier Funds, P.O. Box 9232, Boston,
Massachusetts 02205-9232.
o E-mail us at [email protected].
o Visit our web site at transamericafunds.com.

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

SEC file number:811-9010

Transamerica Securities Sales Corporation, Distributor
1-800-89-ASK-US (1-800-892-7587)
http://www.transamericafunds.com
e-mail: [email protected]

TPF 252-500

<PAGE>

1
<PAGE>

TRANSAMERICA PREMIER FUNDS - INSTITUTIONAL SHARES

Prospectus: May 1, 2000

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
Fund Managers
Adviser Fee
Advisers Performance on Similar Funds

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
Summary of Bond Ratings ......................................................23
Financial Highlights............................................................ 24
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 Management, LLC.
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. The
Investor Class is subject to 12b-1; the Institutional Class is not. 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 12/31/99)
SINCE INCEPTION

1 YEAR (7/1/97)
Premier Aggressive

Growth Fund 54.25% 64.13%
S&P 500 Index* 21.04% 24.256%

o 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.

o Best calendar quarter: 29.80% for quarter ending 12/31/99
o Worst calendar quarter: -14.57%for quarter ending 9/30/98

* 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.

o Best calendar quarter: 21.11% for quarter ending 12/31/98
o 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 20.65% 27.30% 26.01%
S&P 500 Index* 21.04% 27.56% 26.37%

* 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: 53.56% for quarter ending 12/31/99
o Worst calendar quarter: -15.64% for quarter ending 9/30/98

AVERAGE ANNUAL TOTAL RETURNS SINCE INCEPTION (AS OF 12/31/99)
SINCE INCEPTION

1 YEAR (7/1/97)
Premier Small

Company Fund 93.99% 80.17%
Russell 2000 Index* 21.26% 11.48%

* 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
o Worst calendar quarter: -13.80% for quarter ending 9/30/98

AVERAGE ANNUAL TOTAL RETURNS SINCE INCEPTION (AS OF 12/31/99)

SINCE INCEPTION
- -----------------------------------------------------------
1 YEAR (4/1/98)*
- -----------------------------------------------------
Premier Value Fund 7.37% 7.77%
S&P 500 Index 21.04% 19.46%

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

o Best calendar quarter: 21.75% for quarter ending 6/30/97
o Worst calendar quarter: -3.41% for quarter ending 9/30/99

AVERAGE ANNUAL TOTAL RETURNS SINCE INCEPTION (AS OF 12/31/99)

SINCE INCEPTION

1 YEAR 3 YEARS (10/2/95)
- ---------------------------------------------------------
Premier Balanced Fund 14.81% 26.20% 22.50%
S&P 500 Index* 21.04% 27.56% 26.37%
Lehman Brothers

Government/Corporate

Bond Index** -2.15% 5.54% 5.70%

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.

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

Government/Corporate

Bond Index* -2.15% 5.54% 5.70%

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.

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

AVERAGE ANNUAL TOTAL RETURNS SINCE INCEPTION (AS OF 12/31/99)

SINCE INCEPTION
1 YEAR 5 YEARS (9/1/90)
Premier High Yield

Bond Fund* 5.50% 11.61% 12.59%
Merrill Lynch High Yield
Master Index** 1.57% 9.61% 11.57%

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.

o Best calendar quarter: 1.39% for quarter ending 12/31/95
o Worst calendar quarter: 1.17% for quarter ending 6/30/99

AVERAGE ANNUAL TOTAL RETURNS SINCE INCEPTION (AS OF 12/31/99)

SINCE INCEPTION

1 YEAR 3 YEARS (10/2/95)
- --------------------------------------------------------------
Premier Cash Reserve Fund 5.05% 5.33%5.35%%
IBC First Tier Index** 4.57% 4.85%4.88%%

<PAGE>

FEES AND EXPENSES

There is no sales charge (load) or other transaction fees for the Funds that you
pay directly. However, investors do pay fees and expenses incurred by each Fund.

ANNUAL FUND OPERATING EXPENSES (AS A PERCENT OF AVERAGE NET ASSETS)

TOTAL
TRANSAMERICA MANAGEMENT DISTRIBUTIONOTHER OPERATING

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

PREMIER FUND FEE (12B-1) FEE EXPENSES EXPENSES

Aggressive Growth 0.85% 0.00% 0.29% 1.14%
Equity 0.85% 0.00% 0.20% 1.05%
Index 0.30% 0.00% 1.59% 1.89%
Small Company 0.85% 0.00% 0.24% 1.09%
Value 0.75% 0.00% 0.96% 1.71%
Balanced 0.75% 0.00% 0.31% 1.06%
Bond 0.60% 0.00% 0.62% 1.22%
High Yield Bond 0.55% 0.00% 0.14% 0.69%
Cash Reserve 0.35% 0.00% 0.21% 0.56%

The Fund's total operating expenses above include the maximum adviser fees,
maximum 12b-1 fees and other expenses. These are the expenses actually incurred
by the High Yield Bond Fund for 1999. They are estimates for the other Funds
since the Institutional Class of the other Funds has not yet commenced
operations. During 1999, expense reimbursements were in place. With these
reimbursements, the actual total operating expenses incurred for 1999 for High
Yield Bond were 0.65%. The Adviser has agreed to waive part of its Adviser Fee
and/or to reimburse any other operating expenses to ensure that annualized
expenses for the Funds (other than interest, taxes, brokerage commissions and
extraordinary expenses) will not exceed this cap for High Yield Bond and the
following caps for the other Funds: Aggressive Growth = 1.15%; Equity = 1.05%;
Index = 0.15%; Small Company = 1.15%; Value = 0.95%; Balanced = 1.20%; Bond =
1.05%; and Cash Reserve = 0.15%. These measures will increase the Fund's
returns. The Adviser 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 are based on expenses without waivers or reimbursements. 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. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:

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 $ 70 $221 $ 384 $ 859
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:
|X| Strong potential for steady growth; and
|X| 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.

STRATEGIES

We buy securities of companies we believe have the defining features of premier
growth companies that are under-valued in the stock market. Premier companies
have many or all of these features:

|X| Shareholder-oriented management
|X| Dominance in market share
|X| Cost production advantages
|X| Leading brands
|X| Self-financed growth
|X| Attractive reinvestment opportunities

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.

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:
|X| Strong potential for steady growth
|X| 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 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.

PREMIER VALUE FUND
Ticker Symbol, Investor Shares: TPVIX

GOAL
Our goal is to maximize capital appreciation.

We use a value discipline in selecting securities, based on purchasing
securities at a substantial discount to intrinsic value, with the goal of
producing a long term above average rate of return. Intrinsic value is a
function of a company's projected future cash flows. In projecting cash flows
and determining intrinsic value, we use multiple factors such as:
|X| the quality of the management team;
|X| the company's ability to earn returns on capital in excess of the cost
of capital;
|X| competitive barriers to entry; and
|X| the financial condition of the company.
We take a long-term approach to investing and view each investment in a company
as owning a piece of the business.

We typically concentrate the Fund's holdings in fewer than 50 well-researched
companies.

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:

Investors who are willing and financially able to take on stock 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 Adviser's equity management team buys shares of
companies that have many or all of these features: |X| Outstanding management
|X| Superior track record |X| Well-defined plans for the future |X| Unique low
cost products |X| Dominance in market share or products in specialized markets
|X| Strong earnings and cash flows to foster future growth |X| 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:
|X| Seeks out bonds that have strong credit characteristics that may not
be fully reflected in their market price; and
|X| 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.

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

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.

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:
|X| Short-term corporate obligations, including commercial paper, notes
and bonds;
|X| Obligations issued or guaranteed by the U.S. and foreign governments
and their agencies or
instrumentalities;
|X| Obligations of U.S. and foreign banks, or their foreign branches, and
U.S. savings banks; and
|X| 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:
|X| Investing in securities which present minimal credit risk; and
|X| Maintaining the average maturity of obligations held in the Fund's
portfolio at 90 days or less.

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' Adviser is Transamerica Investment Management, LLC or TIM or Adviser,
1150 South Olive Street, Suite 2700, Los Angeles, CA 90015. TIM is controlled by
Transamerica Investment Services, Inc., (TIS). TIS was adviser until January 1,
2000. Under an agreement with TIM, TIS provides TIM with certain investment
research and other services and, in this regard, it serves as Sub-Adviser to the
Funds. TIS has managed money for insurance companies and pension plans since
1967 and for mutual funds since 1996.

FUND MANAGERS

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

CO-MANAGER SINCE 1999: DANIEL J. PRISLIN
(See Value Fund below for biography.)

TRANSAMERICA PREMIER SMALL COMPANY FUND
Primary Manager since 1999: Christopher J. Bonavico
(See Aggressive Growth Fund above for biography.)

CO-MANAGER SINCE 1999: TIMOTHY S. GAUMER, CFA, Assistant Vice President and
Portfolio Manager, Transamerica Investment Management, LLC. Equity Analyst,
Transamerica Investment Services. Primary manager of a Transamerica corporate
account. Co-Manager of the Transamerica Small Company Fund since l999. Member of
The Security Analysts of San Francisco. Equity analyst, Chancellor LGT Asset
Management, 1995-1997. Senior analyst, Emerging Growth Management, 1994-1995.
B.S., University of Illinois. MBA, University of Dallas. Joined Transamerica in
1997.

TRANSAMERICA PREMIER EQUITY FUND PRIMARY MANAGER SINCE 1998: JEFFREY S. VAN
HARTE, C.F.A., Senior Vice President and Head of Equity Investments,
Transamerica InvestmentManagement, LLC. Vice President, Transamerica Investment
Services, Inc. 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 1999: GARY U. ROLLE'
(SEE BALANCED FUND ON THIS PAGE FOR BIOGRAPHY.)

TRANSAMERICA PREMIER INDEX FUND PRIMARY MANAGER SINCE 1998: LISA L. HANSEN,
Assistant Vice President and Portfolio Manager, Transamerica Investment
Management, LLC. 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.

TRANSAMERICA PREMIER VALUE FUND PRIMARY MANAGER SINCE 1999: DANIEL J. PRISLIN,
CFA, Equity Analyst, Transamerica Investment Services. Primary manager of the
Transamerica Value Fund and a Transamerica corporate account. Co-Manager of the
Transamerica Premier Aggressive Growth Fund and the Transamerica Aggressive
Growth Fund. Assistant portfolio manager, Franklin Templeton Group, 1994-1998.
B.S., University of California at Berkeley. MBA, University of California at
Berkeley. Joined Transamerica in 1998.

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 and Chief Investment Officer, Transamerica
Investment Management, LLC. Executive Vice President & Chief Investment Officer,
Transamerica Investment Services. Chairman & President, Transamerica Income
Shares. Chief Investment Officer, Transamerica Occidental Life Insurance and
Transamerica Life Insurance & Annuity Companies. Manager of the Transamerica
Balanced Fund and Transamerica Premier Balanced Fund since 1998. Co-Manager of
the Transamerica Premier Equity Fund, Transamerica Equity Fund and Fund A (both
separate accounts), and Transamerica corporate accounts. 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 1999: JEFFREY S. VAN HARTE (See Equity Fund on page __ of the
prospectus for biography.)

CO-MANAGER SINCE 1999: HEIDI Y. HU (See Bond Fund on page __ of prospectus for
biography.)

TRANSAMERICA PREMIER BOND FUND PRIMARY MANAGER SINCE 1998: MATTHEW W. KUHNS,
CFA, Vice President and Portfolio Manager, Transamerica Investment Management,
LLC. 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.

TRANSAMERICA PREMIER HIGH YIELD BOND FUND

PRIMARY MANAGER SINCE 1999: MATTHEW W. KUHNS (See Bond Fund on page __ of the
prospectus for his biography.)

CO-MANAGER SINCE 1999: THOMAS J. RAY
(See Index Fund above for biography.)

CO-MANAGER SINCE 1999: EDWARD S. HAN
(See Cash Reserve below for biography.)

TRANSAMERICA PREMIER CASH RESERVE FUND PRIMARY MANAGER SINCE 1999: EDWARD S.
HAN, Assistant Vice President and Portfolio Manager, Transamerica Investment
Management, LLC. Securities Analyst, Transamerica Investment Services. MBA,
Darden Graduate School of Business Administration at the University of Virginia.
BA, University of California at Irvine. Vice President-Health Care Finance
Group, Bank of America, 1993-1998. Joined Transamerica in 1998.

CO-MANAGER SINCE 1999: HEIDI Y. HU
(See Bond Fund on page 21 of prospectus for biography.)

[OBJECT OMITTED]

The Adviser may waive some or all of these fees from time to time at its
discretion. Such waivers will increase a Fund's return. This is intended to make
the Funds more competitive. The Adviser may terminate this practice at any time.

ADVISER'S PERFORMANCE ON SIMILAR FUNDS

The Funds' Sub-Adviser TIS has managed separate accounts for pension clients of
Transamerica Corporation's affiliated companies for over ten years.

1 5 10 SINCE
YEAR YEARS YEARS INCEPTION

Equity Fund
34.78% 39.34% 28.82% 26.17%
Premier Equity Fund
33.26% -- -- 32.74%
S&P 500 Index4
21.05% 28.56% 18.21% 16.26%

1 5 10 SINCE
YEAR YEARS YEARS INCEPTION
Equity Index Fund
20.15% 27.82% 17.48% 17.63%
Premier Index Fund
20.65% -- -- 26.01%
S&P 500 Index4
21.05% 28.56% 18.21% 16.26%

Balanced Fund
15.82% 26.14% -- 21.08%
Premier Balanced Fund
14.81% -- -- 22.50%
S&P 500 Index4
21.05% 28.56% 18.21% 16.26%
Lehman Brothers
Govt./Corporate Index6
-2.15% 7.60% 7.66% 9.17%

High Yield Bond Fund
5.50% 11.79% ---- 12.55%
Premier High Yield Bond Fund
5.43% 11.61% ---- 12.35%
Merrill Lynch All High5
Yield Index
1.57% 9.61% - -- 11.57%

Bond Fund
-0.92% 8.98% 8.96% 11.37%
Premier Bond Fund
-0.22% -- -- 5.88%
Lehman Brothers
Govt./Corporate Index6
-2.15% 7.60% 7.66% 9.17%

Cash Management Fund7
4.63% 5.04% 4.85% 6.44%
Premier Cash Reserve Fund
5.05% -- -- 5.35%
IBC First Tier Index8
4.57% 4.97% 4.79% 6.38%

1 Average Annual Total Return calculated as shown in the Statement of Additional
Information.

2 The performance of the Premier Funds reflects that of the Investor Shares,
which are subject to Rule 12b-1 fees. 3 The inception date of all Premier Funds
shown in the table is October 2, 1995 except High Yield Bond Fund. The inception
date of both the High Yield Bond Fund separate account and the Premier High
Yield Bond Fund is September 1, 1990. The performance of the Premier High Yield
Bond Fund prior to June 30, 1998, is the separate account's performance
recalculated to reflect actual fees and expenses of the Premier Fund. .
Inception dates of the separate accounts: Equity - 10/1/87; Equity Index -
10/1/86; Balanced - 4/1/93; High Yield Bond - 9/1/90; Bond - 5/1/83; and Cash
Management - 1/3/82. The inception dates shown for the indexes match the dates
of the separate accounts' inception. 4 The Standard and Poor's 500 Index
consists of 500 widely held, publicly traded common stocks. 5 The Merrill Lynch
All High Yield Index consists of high yield bonds. 6 The Lehman Brothers
Government/Corporate Bond Index is a broad-based unmanaged index of government
and corporate bonds with maturities of 10 years or longer that are rated
investment grade or higher by Moody's Investor Services, Inc. or Standard and
Poor's Corporation. 7 The 7-day current yield was 5.63% as of 12/31/99. 8 IBC's
Money Fund ReportTM-First Tier is a composite of taxable money market funds that
meet the SEC's definition of first tier securities contained in Rule 2a-7 under
the Investment Company Act of 1940. These indexes do not reflect any commissions
or fees which would be incurred by an investor purchasing the securities
represented by each index.

SHAREHOLDER SERVICES

YOU CHOOSE THE SERVICES THAT MEET YOUR
PERSONAL NEEDS FOR INVESTING AND
CONVENIENCE. HAVE QUESTIONS? WE'RE READY
TO HELP.
SIMPLY CALL 1-800-89-ASK-US (1-800-892-7587) FOR ASSISTANCE
AND INFORMATION.

To Open Your Account, All You Need To Do Is:
o Complete the application;
o Enclose a check or money order for the amount you want to invest; and o Mail
these two items to:

Transamerica Premier Funds
P.O. Box 9232
Boston, MA 02205-9232.

BUYING SHARES

Here's what you need to do:

BY MAIL for additional investments in the Funds of your choice.
o Fill out an investment coupon from a previous confirmation statement,
or
o Indicate on your check or a separate piece of paper your name, address
and account number.
o Mail it to: Transamerica Premier Funds

P.O. BOX 9232
BOSTON, MA 02205-9232

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

IMPORTANT INFORMATION ABOUT BUYING SHARES

Here's what you need to know:

you can redeem that investment.

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

confirmations are precautions we may take to provide a reasonable level of
assurance that telephonic purchases are genuine.

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

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

SELLING SHARES

Here's what you need to do:

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

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

IMPORTANT INFORMATION ABOUT SELLING SHARES

Here's what you need to know:

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

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

SELLING SHARES: IN DETAIL

REDEMPTION TIMETABLES & PRACTICES

REDEMPTION TRANSACTION POLICIES

WHEN PRICING OCCURS
All redemptions are made and the price of your shares is determined on the day
we receive all of the necessary documentation.

DOLLAR AMOUNTS ONLY
We cannot accept redemptions for a certain date or price per share. We can only
accept redemptions for the dollar amount that you state.

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

REDEMPTION SAFEGUARDS

ALL CHECKS GO TO ADDRESS OF RECORD
We will mail all checks to the address on the account, unless you instruct us in
writing to do otherwise.

SPOUSAL CONSENT & RETIREMENT PLAN REDEMPTIONS
If a redemption request is made for an account that is part of a qualified
pension plan, spousal consent may be required.

MARKET TIMING

We may not accept your repurchase if you have made four or more redemptions and
repurchases involving the same Fund within the same calendar year.

EXCHANGING SHARES BETWEEN FUNDS

YOU CAN EXCHANGE SHARES BY MAIL, BY TELEPHONE OR BY AUTOMATIC EXCHANGE PLAN

INVESTOR REQUIREMENTS & SERVICES

TAXPAYER IDENTIFICATION NUMBERS
o You must provide your taxpayer identification number.
o You must state whether you are subject to backup withholding for prior
under-reporting.
o Without your taxpayer identification number, redemptions, exchanges,
dividends and capital gains distributions will be subject to federal withholding
tax.

CHANGES OF ADDRESS

BY TELEPHONE Please call 1-800-89-ASK-US to change the address on your account.

BY WRITTEN REQUEST Send us a written notification signed by all registered
owners of your account. Include:
a) The name of your Fund(s);
b) The account number(s);
c) The names on the account(s); and
d) Both old and new addresses.

REDEMPTION SAFEGUARD Within the first 30 days of an address change, telephone
redemptions are permissible only if the redemption proceeds are wired or
electronically transferred.

SIGNATURE GUARANTEES
o Signature guarantees are required of all owners of record on accounts
involving redemptions of $50,000 or more.
o Signature guarantees must be made by a bank, trust company, saving bank,
savings and loan association or member of a national stock exchange.
o Please call 1-800-89-ASK-US with any questions regarding this subject.

MINIMUM ACCOUNT BALANCES
o Each account in which you own shares must maintain a minimum balance of $500.
o If an account falls below $500 as a result of your action, we will notify you.
o We will give you 30 days to increase your balance.
o If you do not increase your balance, we will redeem your shares and pay you
their value. o This minimum does not apply if you are actively contributing to
that account through the Automatic
Investment Plan.

TRANSFERRING OWNERSHIP OF SHARES

YOUR STATEMENTS, ANNUAL REPORT & PROSPECTUS

QUARTERLY STATEMENTS We will send you a consolidated, quarterly statement of
your account, showing all transactions since the beginning of the current
quarter.

STATEMENTS UPON REQUEST You can request a statement of your account activity at
any time.

TRANSACTION CONFIRMATIONS Each time you invest, redeem, transfer or exchange
shares, we will send you a confirmation of the transaction.

PROSPECTUS Each year, we will send you a new Prospectus.

STATEMENT OF ADDITIONAL INFORMATION We revise this reporting document annually.
You must request this from us if you wish to receive it.

RESERVATION OF RIGHTS
We reserve the right to amend, suspend, or discontinue any of these options at
any time without prior notice.

YOUR GUIDE TO: DIVIDENDS & CAPITAL GAINS

YOUR DISTRIBUTION OPTIONS:

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

ALL CASH allows you to have both dividends and capital gains paid to you in
cash.

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

HOW, WHEN & AT WHAT PRICE

DIVIDEND PAYMENT SCHEDULES:

FACTS ABOUT THE PREMIER CASH RESERVE FUND

|X| Dividends on the Premier Cash Reserve Fund are determined daily but paid
monthly. |X| You will begin earning these dividends on the next business day
after your purchase is effective. |X| You will earn dividends on the day your
redemption is paid.

YOUR GUIDE TO: FEDERAL TAXES AND YOUR FUND SHARES

DIVIDENDS AND SHORT TERM CAPITAL GAINS paid by a Fund will be taxable to its
shareholders as ordinary income whether reinvested or paid in cash.

ANNUAL TAX REPORTING DOCUMENTATION After each calendar year, we will notify you
of the amount and type of distributions you received from each Fund for Federal
tax purposes.

REDEMPTIONS AND EXCHANGES of shares are taxable events which may represent gains
or losses for you.

CORRECT TAXPAYER IDENTIFICATION NUMBERS must be furnished by shareholders to
avoid backup withholding of federal income tax on distributions, redemptions and
exchanges.

BACKUP WITHHOLDING STATUS You will also be asked to certify that you are not
subject to backup withholding for failure to report income to the Internal
Revenue Service.

OTHER TAXES

STATE AND LOCAL TAXES In addition to federal taxes, you may be subject to state
and local taxes on payments received from the Funds.

YOUR TAX ADVISER Check with your own tax adviser regarding specific questions
regarding Federal, state and local taxes.

SHARE PRICE

SUMMARY OF BOND RATINGS

<PAGE>

FINANCIAL HIGHLIGHTS

The following information is intended to help you understand the Funds'
financial performance since their inception. Financial highlights are available
only for the Premier High Yield Bond Fund, because that was the only Fund
available during 1998 and 1999. The total returns in the table represent the
rate the investor would have earned (or lost) in that year on that Fund,
assuming reinvestment of all dividends and distributions. This information has
been audited by Ernst & Young LLP, independent certified public accountants,
covering the fiscal years ended December 31, 1998 and 1999. You should read this
information along with the financial statements and accompanying notes in the
annual report. You can get more information about the Funds' performance in the
annual report. See the back cover to find out how to get this report.

<PAGE>
FINANCIAL HIGHLIGHTS

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

Transamerica Premier High Yield Bond Fund
----------------------------------------------
- -------------------------------------------------------------------------------------------------
Net Asset Value Institutional Class
----------------------------------------------
----------------------------------------------
Year Ended Period Ended
Beginning of period December 31, 1999 December 31, 1998**
----------------------------------------------

Operations
<S> <C> <C>
$9.61 $10.00
----------------------------------------------
Net investment loss1

Net realized and unrealized gain on investments
0.88 0.42
Total from investment operations
(0.36) (0.38)
----------------------------------------------
Dividends/Distributions to Shareholders
0.52 0.04
----------------------------------------------
Net investment income

Net realized gains on investments
(0.88) (0.42)
Total dividends/distributions
---- (0.01)
----------------------------------------------
Net Asset Value
(0.88) (0.43)
----------------------------------------------
End of period

Total Return 2
$9.25 $9.61
==============================================
Ratios and Supplemental Data
5.50% 0.51%
==============================================
Expenses to average net assets:

After reimbursement/fee waiver

Before reimbursement/fee waiver
0.65% 0.65%+
Net investment loss, after reimbursement/fee waiver
0.69% 0.80%+
Portfolio turnover rate
9.10% 8.81%+
Net assets, end of period (in thousands)
30% 22%

$77,159 $71,415
==============================================
</TABLE>

+ Annualized

* Inception (Investor Class) - October 2, 1995.

** Inception (Institutional Class) - June 30, 1998; fund commenced operations
on July 1, 1998.

1 Net investment income is after waiver of fees by the Adviser and
reimbursement of certain expenses by the Administrator (Note 2). If the Adviser
had not waived fees and the Administrator had not reimbursed expenses, net
investment income per share would have been $0.05, $0.05, $0.05, $0.04 and $0.01
for the Cash Reserve Fund for the periods ended December 31, 1999, 1998, 1997,
1996 and 1995, respectively and $0.87 and $0.41 for the High Yield Bond Fund for
the periods ended December 31, 1999 and 1998, respectively.

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

<PAGE>

ADDITIONAL INFORMATION AND ASSISTANCE

You may get more information, at no change, about these Funds by requesting the
following:

TO OBTAIN INFORMATION FROM TRANSAMERICA PREMIER FUNDS
o Call 1-800-89-ASK-US (1-800-892-7587):
o Option 1: to request annual/semi-annual report, statement of additional
information, and other
literature; and to ask questions about the Funds;
o Option 2: PremierQuote, automated information and transactions
available 24 hours, 7 days a week; or
o Option 3: shareholder service representative.
o Write to Transamerica Premier Funds, P.O. Box 9232, Boston,
Massachusetts 02205-9232.
o E-mail us at [email protected].
o Visit our web site at transamericafunds.com.

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

SEC file number:811-9010

Transamerica Securities Sales Corporation, Distributor
1-800-89-ASK-US (1-800-892-7587)
http://www.transamericafunds.com
e-mail: [email protected]

TPF 252-500

<PAGE>

TRANSAMERICA PREMIER FUNDS - INSTITUTIONAL SHARES

Prospectus: May 1, 2000

EQUITY FUNDS
Transamerica Premier Aggressive Growth Fund
Transamerica Premier Equity Fund
Transamerica Premier Small Company Fund

FIXED INCOME FUND
Transamerica Premier High Yield Bond 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

Investment Adviser...............................................................16
Fund Managers
Adviser Fee
Advisers Performance on Similar Funds

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
Summary of Bond Ratings ......................................................23
Financial Highlights............................................................ 24
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 Management, LLC. 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. The
Investor Class is subject to 12b-1 fees; the Institutional Class is not. 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 12/31/99)
SINCE INCEPTION

1 YEAR (7/1/97)
Premier Aggressive

Growth Fund 54.25% 64.13%
S&P 500 Index* 21.04% 24.256%

o 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.

o Best calendar quarter: 29.80% for quarter ending 12/31/99
o Worst calendar quarter: -14.57%for quarter ending 9/30/98

* 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: 53.56% for quarter ending 12/31/99
o Worst calendar quarter: -15.64% for quarter ending 9/30/98

AVERAGE ANNUAL TOTAL RETURNS SINCE INCEPTION (AS OF 12/31/99)
SINCE INCEPTION

1 YEAR (7/1/97)
Premier Small

Company Fund 93.99% 80.17%
Russell 2000 Index* 21.26% 11.48%

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

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.

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

AVERAGE ANNUAL TOTAL RETURNS SINCE INCEPTION (AS OF 12/31/99)
SINCE INCEPTION

1 YEAR 5 YEARS (9/1/90)
Premier High Yield

Bond Fund* 5.50% 11.61% 12.59%
Merrill Lynch High Yield
Master Index** 1.57% 9.61% 11.57%

<PAGE>

FEES AND EXPENSES

There is no sales charge (load) or other transaction fees for the Funds that you
pay directly. However, investors do pay fees and expenses incurred by each Fund.

ANNUAL FUND OPERATING EXPENSES (AS A PERCENT OF AVERAGE NET ASSETS)

TOTAL
TRANSAMERICA MANAGEMENT DISTRIBUTIONOTHER OPERATING

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

PREMIER FUND FEE (12B-1) FEE EXPENSES EXPENSES

Aggressive Growth 0.85% 0.00% 0.29% 1.14%
Equity 0.85% 0.00% 0.20% 1.05%
Small Company 0.85% 0.00% 0.24% 1.09%
High Yield Bond 0.55% 0.00% 0.14% 0.69%

The Fund's total operating expenses above include the maximum adviser fees,
maximum 12b-1 fees and other expenses. These are the expenses actually incurred
by the High Yield Bond Fund for 1999. They are estimates for the other Funds
since the Institutional Class of the other Funds has not yet commenced
operations. During 1999, expense reimbursements were in place. With these
reimbursements, the actual total operating expenses incurred for 1999 for High
Yield Bond were 0.65%. The Adviser has agreed to waive part of its Adviser Fee
and/or to reimburse any other operating expenses to ensure that annualized
expenses for the Funds (other than interest, taxes, brokerage commissions and
extraordinary expenses) will not exceed this cap for High Yield Bond and the
following caps for the other Funds: Aggressive Growth = 1.15%; Equity = 1.05%;
and Small Company = 1.15%. These measures will increase the Fund's returns. The
Adviser 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 are based on expenses without waivers or reimbursements. 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. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:

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
Small Company $151 $468 $ 808 $1,768
High Yield Bond $ 70 $221 $ 384 $ 859

<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:
|X| Strong potential for steady growth; and
|X| 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.

STRATEGIES

We buy securities of companies we believe have the defining features of premier
growth companies that are under-valued in the stock market. Premier companies
have many or all of these features:

|X| Shareholder-oriented management
|X| Dominance in market share
|X| Cost production advantages
|X| Leading brands
|X| Self-financed growth
|X| Attractive reinvestment opportunities

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 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:
|X| Strong potential for steady growth
|X| 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 may also invest in debt securities.

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:
|X| Seeks to achieve price appreciation and minimize price volatility by
identifying bonds that are likely to be upgraded by qualified rating
organizations;
|X| Employs research and credit analysis to minimize purchasing bonds that may
default by determining the likelihood of timely payment of interest and
principal; and
|X| Invests Fund assets in other securities consistent with the objective of
high current income and capital appreciation.

INVESTMENT ADVISER

FUND MANAGERS

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

TRANSAMERICA PREMIER AGGRESSIVE GROWTH FUND PRIMARY MANAGER SINCE 1999:
CHRISTOPHER J. BONAVICO, CFA, Vice President and Portfolio Manager, Transamerica
Investment Management, LLC. Vice President and Fund Manager, Transamerica
Investment Services. Manager of the Transamerica Aggressive Growth Fund,
Transamerica Premier Small Company Fund, Transamerica Small Company Fund, and a
Transamerica corporate account. Was manager of the Transamerica Value Fund and
co-manager of the Transamerica Premier Aggressive Growth Fund, the Transamerica
Premier Small Company Fund, the Transamerica Premier Balanced Fund and
Transamerica Premier Index Fund from 1998 to 1999. Was manager of the
Transamerica Premier Index Fund from inception to 1998. B.S., University of
Delaware. Joined Transamerica in 1993.

CO-MANAGER SINCE 1999: DANIEL J. PRISLIN
(See Value Fund below for biography.)

CO-MANAGER SINCE 1999: GARY U. ROLLE' C.F.A., Executive Vice President and Chief
Investment Officer, Transamerica Investment Management, LLC. Executive Vice
President & Chief Investment Officer, Transamerica Investment Services. Chairman
& President, Transamerica Income Shares. Chief Investment Officer, Transamerica
Occidental Life Insurance and Transamerica Life Insurance & Annuity Companies.
Manager of the Transamerica Balanced Fund and Transamerica Premier Balanced Fund
since 1998. Co-Manager of the Transamerica Premier Equity Fund, Transamerica
Equity Fund and Fund A (both separate accounts), and Transamerica corporate
accounts. 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.

TRANSAMERICA PREMIER SMALL COMPANY FUND
Primary Manager since 1999: Christopher J. Bonavico
(See Aggressive Growth Fund above for biography.)

CO-MANAGER SINCE 1999: TIMOTHY S. GAUMER, CFA, Assistant Vice President and
Portfolio Manager, Transamerica Investment Management, LLC. Equity Analyst,
Transamerica Investment Services. Primary manager of a Transamerica corporate
account. Co-Manager of the Transamerica Small Company Fund since l999. Member of
The Security Analysts of San Francisco. Equity analyst, Chancellor LGT Asset
Management, 1995-1997. Senior analyst, Emerging Growth Management, 1994-1995.
B.S., --------- University of Illinois. MBA, University of Dallas. Joined
Transamerica in 1997.

TRANSAMERICA PREMIER HIGH YIELD BOND FUND

PRIMARY MANAGER SINCE 1999: MATTHEW W. KUHNS, CFA, Vice President and Portfolio
Manager, Transamerica Investment Management, LLC. 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: EDWARD S. HAN Assistant Vice President and Portfolio
Manager, Transamerica Investment Management, LLC. Securities Analyst,
Transamerica Investment Services. MBA, Darden Graduate School of Business
Administration at the University of Virginia. BA, University of California at
Irvine. Vice President-Health Care Finance Group, Bank of America, 1993-1998.
Joined Transamerica in 1998.

[OBJECT OMITTED]

ADVISER'S PERFORMANCE ON SIMILAR FUNDS

The Funds' Sub-Adviser TIS has managed separate accounts for pension clients of
Transamerica Corporation's affiliated companies for over ten years.

The investment objectives, policies and strategies of the Transamerica Premier
Equity and High Yield Bond are substantially similar in all material respects as
the separate accounts from which they were cloned. In addition, the Transamerica
High Yield Bond separate account transferred all its assets (i.e., the intact
portfolio of securities) to the Transamerica Premier High Yield Bond Fund in
exchange for its shares on the day that Premier Fund began selling shares.

In addition, the separate accounts are not subject to the same fees and expenses
borne by the Funds. If the Equity separate account had been subject to the same
fees and expenses as the respective mutual fund, its performance would have been
lower. The High Yield Bond separate account performance shown below was
recalculated to reflect the fees and expenses currently being charged by the
Fund.

The following table illustrates the separate accounts' performance1 as compared
to the Premier Funds2 Investor Class and recognized industry indexes since
inception3 and over the last one, five, and ten-year periods ending December 31,
1999.

1 5 10 SINCE
YEAR YEARS YEARS INCEPTION

Equity Fund
34.78% 39.34% 28.82% 26.17%
Premier Equity Fund
33.26% -- -- 32.74%
S&P 500 Index4
21.05% 28.56% 18.21% 16.26%

1 5 10 SINCE
YEAR YEARS YEARS INCEPTION

High Yield Bond Fund
5.50% 11.79% ---- 12.55%
Premier High Yield Bond Fund
5.43% 11.61% ---- 12.35%
Merrill Lynch All High5
Yield Index
1.57% 9.61% - -- 11.57%

These indexes do not reflect any commissions or fees which would be
incurred by an investor purchasing the securities represented by each index.

SHAREHOLDER SERVICES

YOU CHOOSE THE SERVICES THAT MEET YOUR
PERSONAL NEEDS FOR INVESTING AND
CONVENIENCE. HAVE QUESTIONS? WE'RE
READY TO HELP.
SIMPLY CALL 1-800-89-ASK-US (1-800-892-7587) FOR
ASSISTANCE AND INFORMATION.

To Open Your Account, All You Need To Do Is:
o Complete the application;
o Enclose a check or money order for the amount you want to invest; and o Mail
these two items to:

Transamerica Premier Funds
P.O. Box 9232
Boston, MA 02205-9232.

BUYING SHARES

Here's what you need to do:

BY MAIL for additional investments in the Funds of your choice.
o Fill out an investment coupon from a previous confirmation statement, or
o Indicate on your check or a separate piece of paper your name, address and
account number.
o Mail it to: Transamerica Premier Funds

P.O. BOX 9232
BOSTON, MA 02205-9232

b. Identify the Funds you would like to purchase and dollar amount to
be allocated to each Fund (for example $5,000 in the Transamerica
Premier Equity Fund and $4,000 in the Transamerica Premier Small
Company Fund); c. Your account number; and d. Your name and address.

IMPORTANT INFORMATION ABOUT BUYING SHARES

Here's what you need to know:

redeem that investment.

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

precautions we may take to provide a reasonable level of assurance that
telephonic purchases are genuine.

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

SELLING SHARES

Here's what you need to do:

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

IMPORTANT INFORMATION ABOUT SELLING SHARES

Here's what you need to know:

SELLING SHARES: IN DETAIL

REDEMPTION TIMETABLES & PRACTICES

REDEMPTION TRANSACTION POLICIES

WHEN PRICING OCCURS
All redemptions are made and the price of your shares is determined on the day
we receive all of the necessary documentation.

DOLLAR AMOUNTS ONLY
We cannot accept redemptions for a certain date or price per share. We can only
accept redemptions for the dollar amount that you state.

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

REDEMPTION SAFEGUARDS

ALL CHECKS GO TO ADDRESS OF RECORD
We will mail all checks to the address on the account, unless you instruct us in
writing to do otherwise.

SPOUSAL CONSENT & RETIREMENT PLAN REDEMPTIONS
If a redemption request is made for an account that is part of a qualified
pension plan, spousal consent may be required.

MARKET TIMING

We may not accept your repurchase if you have made four or more redemptions and
repurchases involving the same Fund within the same calendar year.

EXCHANGING SHARES BETWEEN FUNDS

YOU CAN EXCHANGE SHARES BY MAIL, BY TELEPHONE OR BY AUTOMATIC EXCHANGE PLAN

INVESTOR REQUIREMENTS & SERVICES

CHANGES OF ADDRESS

BY TELEPHONE Please call 1-800-89-ASK-US to change the address on your account.

REDEMPTION SAFEGUARD Within the first 30 days of an address change, telephone
redemptions are permissible only if the redemption proceeds are wired or
electronically transferred.

SIGNATURE GUARANTEES
o Signature guarantees are required of all owners of record on accounts
involving redemptions of $50,000 or more. o Signature guarantees must be made by
a bank, trust company, saving bank, savings and loan association or member
of a national stock exchange.
o Please call 1-800-89-ASK-US with any questions regarding this subject.

MINIMUM ACCOUNT BALANCES
o Each account in which you own shares must maintain a minimum balance of $500.
o If an account falls below $500 as a result of your action, we will notify you.
o We will give you 30 days to increase your balance.
o If you do not increase your balance, we will redeem your shares and pay you
their value.
o This minimum does not apply if you are actively contributing to that
account through the Automatic Investment Plan.

TRANSFERRING OWNERSHIP OF SHARES

YOUR STATEMENTS, ANNUAL REPORT & PROSPECTUS

QUARTERLY STATEMENTS We will send you a consolidated, quarterly statement of
your account, showing all transactions since the beginning of the current
quarter.

STATEMENTS UPON REQUEST You can request a statement of your account activity at
any time.

TRANSACTION CONFIRMATIONS Each time you invest, redeem, transfer or exchange
shares, we will send you a confirmation of the transaction.

PROSPECTUS Each year, we will send you a new Prospectus.

STATEMENT OF ADDITIONAL INFORMATION We revise this reporting document annually.
You must request this from us if you wish to receive it.

RESERVATION OF RIGHTS
We reserve the right to amend, suspend, or discontinue any of these options at
any time without prior notice.

YOUR GUIDE TO: DIVIDENDS & CAPITAL GAINS

YOUR DISTRIBUTION OPTIONS:

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

ALL CASH allows you to have both dividends and capital gains paid to you in
cash.

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

HOW, WHEN & AT WHAT PRICE

DIVIDEND PAYMENT SCHEDULES:

FUND WHEN IT PAYS
Premier Aggressive Growth Fund Annually
Premier Equity Fund Annually
Premier Small Company Fund Annually
Premier High Yield Bond Fund Monthly

YOUR GUIDE TO: FEDERAL TAXES AND YOUR FUND SHARES

DIVIDENDS AND SHORT TERM CAPITAL GAINS paid by a Fund will be taxable to its
shareholders as ordinary income whether reinvested or paid in cash.

ANNUAL TAX REPORTING DOCUMENTATION After each calendar year, we will notify you
of the amount and type of distributions you received from each Fund for Federal
tax purposes.

REDEMPTIONS AND EXCHANGES of shares are taxable events which may represent gains
or losses for you.

CORRECT TAXPAYER IDENTIFICATION NUMBERS must be furnished by shareholders to
avoid backup withholding of federal income tax on distributions, redemptions and
exchanges.

BACKUP WITHHOLDING STATUS You will also be asked to certify that you are not
subject to backup withholding for failure to report income to the Internal
Revenue Service.

OTHER TAXES

STATE AND LOCAL TAXES In addition to federal taxes, you may be subject to state
and local taxes on payments received from the Funds.

YOUR TAX ADVISER Check with your own tax adviser regarding specific questions
regarding Federal, state and local taxes.

SHARE PRICE

Any short-term investments of the Funds with maturities of 60 days or less at
the time of purchase, are valued on the basis of amortized cost. Amortized cost
requires constant amortization to maturity of any discount or premium,
regardless of the effect of movements in interest rates.

WHEN SHARE PRICE IS DETERMINED

The net asset value of each Fund is determined only on days that the New York
Stock Exchange (Exchange) is open.

SUMMARY OF BOND RATINGS

<PAGE>

FINANCIAL HIGHLIGHTS

Operations
<S> <C> <C>
$9.61 $10.00
----------------------------------------------
Net investment loss1

Total Return 2
$9.25 $9.61
==============================================
Ratios and Supplemental Data
5.50% 0.51%
==============================================
Expenses to average net assets:

After reimbursement/fee waiver

Before reimbursement/fee waiver
0.65% 0.65%+
Net investment loss, after reimbursement/fee waiver
0.69% 0.80%+
Portfolio turnover rate
9.10% 8.81%+
Net assets, end of period (in thousands)
30% 22%

$77,159 $71,415
==============================================
</TABLE>

+ Annualized

* Inception (Investor Class) - October 2, 1995.

** Inception (Institutional Class) - June 30, 1998; fund commenced operations
on July 1, 1998.

1 Net investment income is after waiver of fees by the Adviser and
reimbursement of certain expenses by the Administrator (Note 2). If the Adviser
had not waived fees and the Administrator had not reimbursed expenses, net
investment income per share would have been $0.05, $0.05, $0.05, $0.04 and $0.01
for the Cash Reserve Fund for the periods ended December 31, 1999, 1998, 1997,
1996 and 1995, respectively and $0.87 and $0.41 for the High Yield Bond Fund for
the periods ended December 31, 1999 and 1998, respectively.

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

<PAGE>

ADDITIONAL INFORMATION AND ASSISTANCE

You may get more information, at no change, about these Funds by requesting the
following:

TO OBTAIN INFORMATION FROM TRANSAMERICA PREMIER FUNDS
o Call 1-800-89-ASK-US (1-800-892-7587):
o Option 1: to request annual/semi-annual report, statement of additional
information, and other literature; and to
ask questions about the Funds;
o Option 2: PremierQuote, automated information and transactions
available 24 hours, 7 days a week; or
o Option 3: shareholder service representative.
o Write to Transamerica Premier Funds, P.O. Box 9232, Boston,
Massachusetts 02205-9232.
o E-mail us at [email protected].
o Visit our web site at transamericafunds.com.

SEC file number:811-9010

Transamerica Securities Sales Corporation, Distributor
1-800-89-ASK-US (1-800-892-7587)
http://www.transamericafunds.com
e-mail: [email protected]

TPF 252-500

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION - MAY 1, 2000

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 is not the prospectus: it contains information
additional to that available in the Prospectus. Please refer to the Prospectus
first, then to this document. Please read it carefully. Save it for future
reference.

ABOUT THE PROSPECTUS

This Statement of Additional Information should be read in connection with the
current Prospectus dated May 1, 2000. The Prospectus is available without charge
by calling, 1-800-89-ASK-US (1-800-892-7587).

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

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

INVESTMENT GOALS AND POLICIES

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

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

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

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

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

For the calendar year 1999, the portfolio turnover rate for each Fund was: 80%
for the Transamerica Premier Aggressive Growth Fund; 50% for the Transamerica
Premier Small Company Fund; 42% for the Transamerica Premier Equity Fund; 87%
for the Transamerica Premier Value Fund; 22% for the Transamerica Premier Index
Fund; 61% for the Transamerica Premier Balanced Fund; 30% for the Transamerica
Premier High Yield Bond Fund; and 301% for the Transamerica Premier Bond Fund.
The turnover rate for the Transamerica Premier Cash Reserve Fund is zero for
regulatory purposes. A 100% annual turnover rate would occur if all of a Fund's
securities were replaced one time during a one year period.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

INVESTMENT RESTRICTIONS

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

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

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

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

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

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

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

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

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

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

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

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

12. INVEST FOR CONTROL
No Fund may invest in companies for the purposes of exercising control or
management.

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

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

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

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

MANAGEMENT OF THE COMPANY

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

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

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

DIRECTORS AND OFFICERS

Responsibility for the management and supervision of the Company and its Funds
rests with the Board. The Investment Adviser is 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>
Richard N. Latzer* Chief Executive President and Chief Executive Officer,
Transamerica Center Officer and Transamerica Investment Services, Inc.; 1150 S. Olive Street
Chairman of the Board Senior Vice President and Chief Investment Los Angeles, CA 90015
Officer for Transamerica Corporation;
Age 40 President and Chief Executive Officer,
Transamerica Realty Services. Chief Exeuctive Officer,
Transamerica Investment Management, LLC.

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 50 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 66 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 64

William T. Miller Senior Vice President Chief Operating Officer, Transamerica
Transamerica Center Investment Management, LLC and
1150 S. Olive Street Transamerica Investment Services, Inc.;
Los Angeles, CA 90015 Chief Financial Officer, Kayne Anderson
Age 36 Investment Management.

</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 Management LLC, or
any of its affiliates receives any compensation from the Company for acting as a
director or officer of the Company. Each director of the Company who is not an
interested person of the Company receives an annual fee of $10,000, and $1,000
for each meeting of the Company's Board attended, and $500 for each Board
committee meeting attended, and is reimbursed for expenses incurred in
connection with such attendance.

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

NAME COMPENSATION PAID
- --------------------------------------------
Sidney E. Harris $15,000
Charles C. Reed $15,000
Carl R. Terzian $15,000

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

TRANSAMERICA PERCENT
SHAREHOLDER PREMIER FUND OWNED

INVESTOR CLASS

<S> <C>
Charles Schwab & CO. Inc. Equity Fund 28.50%
101 Montgomery Street, San Francisco, CA 94104-4122
ARC Reinsurance Corporation Index Fund 27.04%
1149 S. Hill Street, #H-344, Los Angeles, CA 90015-2212
ARC Reinsurance Corporation Value Fund 59.74%
1149 S. Hill Street, #H-344, Los Angeles, CA 90015-2212
Charles Schwab & Co. Inc. Small Company Fund 40.20%
101 Montgomery Street, San Francisco, CA 94104-4122
Charles Schwab & Co. Inc. Aggressive Growth Fund 32.21%
101 Montgomery Street, San Francisco, CA 94104-4122
ARC Reinsurance Corporation Bond Fund 76.49%
1149 S, Hill Street, Los Angeles, CA 90015-2212
Northern Trust Company Cash Reserve Fund 42.24%
P.O. Box 92956, Chicago, IL 60675-2956

INSTITUTIONAL

Transamerica Life Insurance and Annuity Co. High Yield Bond Fund Inst 100.00%
1150 S. Olive Street, T-10, Los Angeles, CA 90015-2211

As of, 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, 1999 the following shareholders owned 5% or more of the
Investor Class shares of the indicated equity Funds:
TRANSAMERICA PERCENT
SHAREHOLDER PREMIER FUND OWNED

INVESTOR CLASS

ARC Reinsurance Corporation Index Fund 27.04%
1149 S. Hill Street, #H-344, Los Angeles, CA 90015-2212
Transamerica Occidental Life Insurance Co. Index Fund 8.86%
P.O. Box 512101, Los Angeles, CA 90051-0101
Transamerica Occidental Life Insurance Co. Index Fund 23.48%
1149 S. Broadway Street, Ste B-527, Los Angeles, CA 90015-2263
ARC Reinsurance Corporation Bond Fund 76.49%
1149 S. Hill Street, #H-344, Los Angeles, CA 90015-2212
Transamerica Occidental Life Insurance Co. Bond Fund 7.28%
P.O. Box 512101, Los Angeles, CA 90051-0101
Transamerica Occidental Life Insurance Co Balanced Fund 13.73%
P.O. Box 512101, Los Angeles, CA 90051-0101
Charles Schwab & Co Inc. Balanced Fund 12.71%
101 Montgomery Street, San Francisco, CA 94104-4122
Transamerica Investment Services Balanced Fund 9.33%
1150 S. Olive Street, Ste 2700, Los Angeles, CA 90015-2297
Transamerica Occidental Life Insurance Co, Balanced Fund 18.95%
1149 S. Broadway Street, Ste B-527, Los Angeles, CA 90015-2263
ARC Reinsurance Corporation Value Fund 59.74%
1149 S. Hill Street, #H-344, Los Angeles, CA 90015-2212
Charles Schwab & Co Inc. Value Fund 7.91%
101 Montgomery Street, San Francisco, CA 94104-4122
Richard H & Rosemary Finn Value Fund 10.99%
510 Ravenscourt Road, Hillsborough, CA 94010-6838
ARC Reinsurance Corporation Small Company Fund 5.89%
1149 S. Hill Street, #H-344, Los Angeles, CA 90015-2212
Charles Schwab & Co Inc. Small Company Fund 40.20%
101 Montgomery Street, San Francisco, CA 94104-4122
National Financial Services Small Company Fund 14.57%
1 World Trade Center, New York , NY 10048-0202
ARC Reinsurance Corporation Aggressive Growth Fund 7.80%
1149 S. Hill Street, #H-344, Los Angeles, CA 90015-2212
Charles Schwab & Co Inc. Aggressive Growth Fund 32.21%
101 Montgomery Street, San Francisco, CA 94104-4122
National Financial Services Aggressive Growth Fund 12.08%
1 World Trade Center, New York , NY 10048-0202
Charles Schwab & Co. Inc. High Yield Bond Fund 8.72%
101 Montgomery Street, San Francisco, CA 94104-4122
Brenda A. Sodini High Yield Bond Fund 12.15%
1112 Silver Oaks Ct., Raleigh, NC 27614-9359
State Street Bank and Trust Co. High Yield Bond Fund 5.80%
2099 Galloway Cmn, Livermore, CA 94550-1075
Camron S. Rottler High Yield Bond Fund 5.56%
420 El Camino Del Mar, Laguna Beach, CA 92651-2570
Robert E. Webster High Yield Bond Fund 18.99%
P.O. Box 741, Wilmington, MA 01887-0741
Donaldson Lufkin Jenrette High Yield Bond Fund 18.99%
P.O. Box 2052, Jersey City, NJ 07303-2052
Transamerica Life Insurance & Annuity Co. Cash Reserve Fund 11.12%
1149 S. Broadway Street, Suite B-527, Los Angeles, CA 90015-2213
Transamerica Occidental Life Insurance Co. Cash Reserve Fund 7.43%
1149 S. Broadway Street, Suite B-527, Los Angeles, CA 90015-2263
Northern Trust Company Cash Reserve Fund 42.24%
P.O. Box 92956, Chicago, IL 60675-2956

INSTITUTIONAL

Transamerica Life Insurance & Annuity Co. High Yield Bond Fund Inst 100.00%
1150 S. Olive Street, T-10, Los Angeles, CA 90015-2211

</TABLE>

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

INVESTMENT ADVISER

The Funds' Investment Adviser is Transamerica Investment Management, LLC, or
TIM, (Investment Adviser), 1150 South Olive Street, Los Angeles, California
90015. TIM is controlled by Transamerica Investment Services, Inc., at the same
address. TIS was adviser until January 1, 2000. Under an agreement with TIM, TIS
provides TIM with certain investment research and other services and, in this
regard, it serves as sub-adviser to the Funds. TIM and TIS are jointly referred
to as the Advisers.

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

For its services to the Funds, the Investment Adviser TIM 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.
<TABLE>
<CAPTION>

- ---------------------------------------------------- ------------------- ------------------- ----------------
TRANSAMERICA PREMIER FUND ADVISER FEE ADVISER FEE ADVISER FEE
FISCAL YEAR EARNED WAIVED NET RECEIVED
Aggressive Growth Fund

<S> <C> <C> <C> <C>
1997 $42,912 $34,278 $8,634
1998 $502,204 $0 $502,204
1999 $1,757,339 $0 $1,757,339

Equity Fund

1997 $540,485 $28,198 $512,287
1998 $2,029,569 $0 $2,029,569
1999 $2,797,925 $0 $2,797,925

Index Fund

1997 $52,012 $52,012 $0
1998 $90,470 $90,470 $0
1999 $129,184 $129,184 $0

Small Company Fund

1997 $38,671 $32,982 $5,689
1998 $400,502 $0 $400,502
1999 $1,776,212 $0 $1,776,212

Value Fund

1998 $47,992 $0 $47,992
1999 $66,953 $66,953 $0

Balanced Fund

1997 $159,452 $49,663 $109,789
1998 $313,639 $0 $313,639
1999 $479,658 $0 $479,658

Bond Fund

1997 $79,524 $59,121 $20,403
1998 $94,170 $0 $94,170
1999 $102,777 $29,779 $72,998

High Yield Bond Fund

1998 $1,913 $222 $1,691
1999 $10,314 $10,314 $0

Cash Reserve Fund

1997 $147,809 $147,809 $0
1998 $233,805 $158,537 $ 75,268
1999 $346,572 $346,572 $0

- ---------------------------------------------------- ------------------- ------------------- ----------------
</TABLE>

The Investment Adviser TIM is owned by sub-adviser TIS; TIS is a wholly-owned
subsidiary of Transamerica Corporation, 600 Montgomery Street, San Francisco,
California 94111. TA Corp is owned by AEGON N.V., one of the world's largest
financial services and insurance groups.

ADMINISTRATOR

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

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

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

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

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

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

During 1999 TSSC received $2,134,886 in 12b-1 fees, of which approximately
$469,675 was spent on telemarketing and prospectus distribution and
approximately $1,665,211 was spent on advertising and sales promotion. There was
no sales compensation paid in 1999.

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

PURCHASE AND REDEMPTION OF SHARES

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

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

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

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

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

INVESTOR SHARE REDEMPTIONS IN EXCESS OF $250,000
If you request a redemption of up to $250,000, the amount will be paid in cash.
If you redeem more than $250,000 from any one account in any one Fund in a
90-day period, we reserve the right to pay you in securities in lieu of cash.

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

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

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

BROKERAGE ALLOCATION

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

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

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

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

During the year ending December 31, 1999, all transactions were allocated to
brokers and dealers on the basis of the best execution and no commissions were
paid based on research or other services provided.

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

Over the last three fiscal years all classes of 1999 1998 1997
the Funds have paid the following brokerage
commissions:

TRANSAMERICA PREMIER FUND

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

<S> <C> <C> <C>
Aggressive Growth Fund $259,928 $130,175 $10,531
Equity Fund $232,238 $401,335 $86,012
Index Fund $8,226 $12,428 $7,061
Small Company Fund $137,513 $154,732 $23,067
Value Fund $18,786 $30,927 - -
Balanced Fund $42,264 $35,459 $10,845
Bond Fund $1,110 $150 $0
High Yield Bond Fund $1,379 $1,551 - -
Total $701,444 $766,757 $137,516

- ------------------------------------------------- --------------- ---------------- -------------- -----
</TABLE>

On December 31, 1999, the Premier Aggressive Growth Fund held stock in Charles
Schwab Corporation with a value of $9,593,750, and stock in Knight Trimark
Corporation with a value of $9,890,000. The Premier Equity Fund held stock in
Charles Schwab Corporation with a value of $23,025,000. The Premier Index Fund
held stock in BankAmerica Corporation with a value of $282,606, Charles Schwab
Corporation with a value of $100,082, stock in Chase Manhattan Corporation with
a value of $213,614, stock in Citigroup Inc with a value of $615,910,
FleetBoston Financial Corp. with a value of $101,374, stock in J.P. Morgan &
Co., Inc. with a value of $76,481, stock in Lehman Brothers Holdings, Inc. with
a value of $32,181, stock in Merrill Lynch & Company Inc. with a value of
$95,023, stock in Morgan Stanley Dean Witter & Co. with a value of $268,370,
stock in Paine Webber Group with a value of $18,048 and stock in The Bear Sterns
Companies, Inc. with a value of $18,554. The Premier Balanced Fund held stock in
Charles Schwab Corporation with a value of $1,266,375, and stock in Merrill
Lynch & Company, Inc. with a value of $1,670,000. In 1999, BancBoston Robertson
Stephens (a subsidiary of FleetBoston Financial Corp.), Bear Stearns Securities,
Charles Schwab & Co., Merrill Lynch, Chase Securities, Hambrecht & Quist (a
subsidiary of Chase Manhattan Corporation), J.P. Morgan, Knight Trimark Corp.
Inc., Morgan Stanley Dean Witter & Co., Paine Webber Inc. and Salomon Smith
Barney (a subsidiary of Citigroup Inc.) were among these Funds' regular brokers
or dealers as defined in Rule 10b-1 under the Investment Company Act of 1940.

DETERMINATION OF NET ASSET VALUE

Under the 1940 Act, the Board is responsible for determining in good faith the
fair value of securities of each Fund, and each class of each Fund. In
accordance with procedures adopted by the Board, the net asset value per share
is calculated by determining the net worth of each Fund (assets, including
securities at market value, minus liabilities) divided by the number of that
Fund's outstanding shares. All securities are valued as of the close of regular
trading on the New York Stock Exchange (normally 4:00 p.m. eastern 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)
<TABLE>
<CAPTION>

AVERAGE ANNUAL TOTAL RETURNS (AS OF 12/31/99)

1 5 10 SINCE INCEP-

__________________________________________YEAR YEARS YEARS INCEPTION TION DATE
---------------------------------------------------------------
<S> <C> <C> <C> <C>
Transamerica Premier Aggressive Growth Fund 54.25% - - 64.13% 6/30/97
Transamerica Premier Small Company Fund 93.99% - - 80.17% 6/30/97
Transamerica Premier Equity Fund 33.26% - - 32.74% 10/2/95
Transamerica Premier Index Fund 20.65% - - 26.01% 10/2/95
Transamerica Premier Value Fund* 7.37% - - 7.77% 3/31/98
Transamerica Premier Balanced Fund 14.81% - - 22.50% 10/2/95
Transamerica Premier High Yield Bond Fund* 5.43% - - 12.35% 6/30/98
Transamerica Premier Bond Fund -0.22% - - 5.88% 10/2/95
Transamerica Premier Cash Reserve Fund 5.05% - - 5.35% 10/2/95

</TABLE>

* Total returns are year-to-date, not annualized, from its inception date.

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

CTR = (ERV/P) - 1

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

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

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

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

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

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

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

YIELDS FOR TRANSAMERICA PREMIER CASH RESERVE FUND Investor Class 7-day Current
Yield as of 12/31/99 = 5.63% 7-day Effective Yield as of 12/31/99 = 5.79%

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:
o 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);
o 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);
o the Consumer Price Index published by the U.S. Bureau of Labor
Statistics (which measures changes in the price of
goods and services);
o Stocks, Bonds, Bills and Inflation published by Ibbotson Associates (which
provides historical performance figures for stocks, government securities
and inflation);
o the Hambrecht & Quist Growth Stock Index;
o the NASDAQ OTC Composite Prime Return;
o the Russell Midcap Index;
o the Russell 2000 Index;
o the ValueLine Composite;
o the Wilshire 5000 Index;
o 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);
o 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);
o the S&P Bond indexes (which measure yield and price of corporate,
municipal and U.S. government bonds);
o the J.P. Morgan Global Government Bond Index;
o 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);
o 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;
o the FT-Actuaries Europe and Pacific Index;
o 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
o 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.

DISCLOSURE REGARDING S&P TRADEMARK

The Premier Index Fund [or TVIF Index Portfolio] is not sponsored, endorsed,
sold or promoted by Standard & Poor's, a division of The McGraw-Hill companies,
Inc., ("S&P"). S&P makes no representation or warranty, express or implied, to
the owners of the Fund/Portfolio or any member of the public regarding the
advisability of investing in securities generally or in the Fund/Portfolio
particularly or the ability of the S&P 500 Index to track general stock market
performance. S&P's only relationship to the Licensee Sub-Adviser TIS is the
licensing of certain trademarks and trade names of the S&P and of the S&P 500
Index which is determined, composed and calculated by S&P without regard to the
Licensee or the Fund/Portfolio. S&P has no obligation to take the needs of the
Licensee or the owner of the Fund/Portfolio into consideration in determining,
composing or calculating the S&P 500 Index. S&P is not responsible for and has
not participated in the determination of the prices and amount of the
Fund/Portfolio or the timing of the issuance or sale of the Fund/Portfolio or in
the determination or calculation of the equation by which the Fund/Portfolio is
to be converted into cash. S&P has no obligation or liability in connection with
the administration, marketing or trading of the Fund/Portfolio.

S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 INDEX
OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS,
OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED,
AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE PRODUCT, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN.
S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY
OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL,
PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

FINANCIAL STATEMENTS

The audited Annual Report for the fiscal year ended December 31, 1999 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 - CLASS A AND CLASS M SHARES

Prospectus: May 1, 2000

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
Fund Managers
Advisers Fees
Advisers Performance on Similar Funds

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
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 Management, LLC. 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.

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: 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 12/31/99)
SINCE INCEPTION

1 YEAR (6/30/97) *
Premier Aggressive

Growth Fund, Class A 46.00% 60.48 %
Premier Aggressive
Growth Fund, Class M 52.257% 62.96%
S&P 500 Index** 21.04% 24.25%
* 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.

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 12/31/99)
SINCE INCEPTION

1 YEAR 3 YEARS (10/2/95)
Premier Equity Fund

Class A 25.91% 35.40% 30.80%
Premier Equity Fund
Class M 31.31% 37.02% 31.81%
S&P 500 Index* 21.04% 27.56% 26.37%

* 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.

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 12/31/99)
SINCE INCEPTION

1 YEAR 3 YEARS (10/2/95)
Premier Index Fund

Class A 13.99% 24.69% 24.12%
Premier Index Fund
Class M 18.74% 26.23% 25.11%
S&P 500 Index* 21.04% 27.56% 26.37%

* 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 in a diversified portfolio of domestic equity securities. Under
normal market conditions, at least 65% of the Fund will be invested in companies
with market capitalizations or annual revenues of no more than $1 billion. 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 12/31/99)
SINCE INCEPTION

1 YEAR (6/30/97)*
Premier Small

Company Fund, Class A 83.47% 76.13%
Premier Small
Company Fund, Class M 91.37% 78.84%
Russell 2000 Index** 21.26% 11.48%

* 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.

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.

|X| Best calendar quarter:
Class A: 26.81% for quarter ending 12/31/98
Class M: 26.65% for quarter ending 12/31/98
|X| Worst calendar quarter:
Class A: -13.80% for quarter ending 9/30/98
Class M: -13.80% for quarter ending 9/30/98

AVERAGE ANNUAL TOTAL RETURNS SINCE INCEPTION (AS OF 12/31/99)

SINCE INCEPTION
1 YEAR (4/1/98)*
Premier Value Fund
Class A 1.55% 4.35%
Class M 5.92% 6.77%
S&P 500 Index 21.04% 19.46%

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

* 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.

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 8.47% 23.77% 20.71%
Premier Balanced Fund
Class M 13.18% 25.30% 21.67%
S&P 500 Index* 21.04% 27.56% 26.37%
Lehman Brothers

Government/Corporate

Bond Index** -2.15% 5.54% 5.70%

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.

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 12/31/99)
SINCE INCEPTION

1 YEAR 3 YEARS (10/2/95)
Premier Bond Fund

Class A -4.96% 4.53% 4.51%
Premier Bond Fund
Class M -1.56% 5.65% 5.22%
Lehman Brothers

Government/Corporate

Bond Index* -2.15% 5.54% 5.70%

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.

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 4.68% 4.96% 4.98%
Premier Cash Reserve Fund
Class M 4.46% 4.70% 4.72%
IBC First Tier Index** 4.57% 4.85% 4.88%

<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>
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)

The table below lists the expenses incurred by Class A and Class M shares of
each Fund during 1999.

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

TRANSAMERICA PREMIER ADVISER FEE 12B-1 FEE5 OTHER EXPENSES TOTAL OPERATING FEE WAIVER AND NET EXPENSES
FUND/CLASS EXPENSES7 EXPENSE
REIMBURSEMENT

Aggressive Growth Fund

Class A 0.85% 0.35% 7.43% 8.63% 7.13% 1.50%
Class M 0.85% 0.60% 23.60% 25.05% 23.30% 1.75%

Small Company Fund

Class A 0.85% 0.35% 8.66% 9.86% 8.36% 1.50%
Class M 0.85% 0.60% 30.23% 31.68% 29.93% 1.75%

Equity Fund

Class A 0.85% 0.35% 17.36% 18.56% 16.96% 1.60%
Class M 0.85% 0.60% 29.79% 31.24% 29.39% 1.85%

Value Fund

Class A 0.75% 0.35% 66.54% 67.64% 66.34% 1.30%
Class M 0.75% 0.60% 149.95% 151.30% 149.75% 1.55%

Index Fund

Class A 0.30% 0.35% 8.02% 8.67% 8.17% 0.50%
Class M 0.30% 0.60% 45.94% 46.84% 46.09% 0.75%

Balanced Fund

Class A 0.75% 0.35% 16.08% 17.18% 15.63% 1.55%
Class M 0.75% 0.60% 79.97% 81.32% 79.52% 1.80%

Bond Fund

Class A 0.60% 0.35% 25.18% 26.13% 24.73% 1.40%
Class M 0.60% 0.60% 275.21% 276.41% 274.76% 1.65%

Cash Reserve Fund

Class A 0.35% 0.35% 4.08% 4.78% 4.18% 0.60%
Class M 0.35% 0.60% 115.81% 116.76% 115.91% 0.85%

- ----------------------------- ------------ -------------- ------------------ ---------------------- ------------------- ------------
</TABLE>

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%..
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. 7 "Total Operating Expenses" include Adviser Fees, 12b-1 Fees, and other
expenses that a Fund incurs. The Adviser has agreed, for 10 years or for such
shorter time as the A and M Class Shares are outstanding, to waive that part of
its Adviser Fee and/or to reimburse other operating expenses to the extent
necessary so that annualized expenses for each Fund (other than interest, taxes,
brokerage commissions and extraordinary expenses) will not exceed the
percentages shown in the Net Expenses column . The Adviser may, from time to
time, assume additional expenses. 8 The expenses in the example assume no fees
for IRA or SEP accounts.

EXAMPLES
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 are based on expenses after waivers and reimbursements. 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. Although, your actual costs may be
higher or lower, based on these assumptions, your costs would be:

- ------------------------------------------ ----------------- --------------- ---------------- ---------------
TRANSAMERICA PREMIER FUND8 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Aggressive Growth Fund

<S> <C> <C> <C> <C>
Class A $1,328 $2,847 $4,258 $7,361
Class M $276 $646 $1039 $2,142

Small Company Fund

Class A $1,437 $3,129 $4,661 $7,884
Class M $276 $646 $1039 $2,142

Equity Fund

Class A $2,164 $4,806 $6,780 $9,799
Class M $268 $676 $1091 $2,247

Value Fund

Class A $4,927 $7,185 $7,501 $7,551
Class M $256 $585 $936 $1,927

Index Fund

Class A $1,331 $2,857 $4,272 $7,380
Class M $176 $337 $513 $1,021

Balanced Fund

Class A $2,054 $4,575 $6,520 $9,651
Class M $281 $661 $1065 $2,195

Bond Fund

Class A $2,701 $5,841 $7,795 $10,028
Class M $266 $615 $988 $2,035

Cash Reserve Fund

Class A $479 $1,439 $2,403 $4,833
Class M $87 $271 $471 $1,049

- ------------------------------------------ ----------------- --------------- ---------------- ---------------
</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.

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

PREMIER EQUITY FUND

Ticker Symbol, Investor Shares: TEQUX

GOAL
Our goal is to maximize long-term growth.

STRATEGIES

We buy securities of companies we believe have the defining features of premier
growth companies that are under-valued in the stock market. Premier companies
have many or all of these features:

|X| Shareholder-oriented management
|X| Dominance in market share
|X| Cost production advantages
|X| Leading brands
|X| Self-financed growth
|X| Attractive reinvestment opportunities

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.

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:
|X| Strong potential for steady growth
|X| 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 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.

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:

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

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: |X|
Seeks out bonds that have strong credit characteristics that may not be fully
reflected in their market price. |X| Seeks to accumulate additional returns as
the prices of such bonds increase.

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:
|X| Short-term corporate obligations, including commercial paper, notes
and bonds;
|X| Obligations issued or guaranteed by the U.S. and foreign governments
and their agencies or instrumentalities;
|X| Obligations of U.S. and foreign banks, or their foreign branches, and
U.S. savings banks; and
|X| Repurchase agreements involving any of the securities mentioned above

INVESTMENT ADVISER

The Funds' Adviser is Transamerica Investment Management, LLC, TIM or Adviser,
1150 South Olive Street, Suite 2700, Los Angeles, CA 90015. TIM was formed
December 1, 1999, and is controlled by Transamerica Investment Services, Inc.,
(TIS). TIS was adviser until January 1, 2000. TIS is owned by Transamerica
Corporation, which is owned by AEGON, N.V., an international insurance group.
Under an agreement with TIM, TIS provides TIM with certain investment research
and other services and, in this regard, it serves as Sub-Adviser to the Funds.
TIS has managed money for insurance companies and pension plans since 1967 and
for mutual funds since 1995.

FUND MANAGERS

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

CO-MANAGER SINCE 1999: DANIEL J. PRISLIN
(See Value Fund below for biography.)

TRANSAMERICA PREMIER SMALL COMPANY FUND
Primary Manager since 1999: Christopher J. Bonavico
(See Aggressive Growth Fund above for biography.)

CO-MANAGER SINCE 1999: TIMOTHY S. GAUMER, CFA, Assistant Vice President and
Portfolio Manager, Transamerica Investment Management, LLC. Equity Analyst,
Transamerica Investment Services. Primary manager of a Transamerica
corporate account. Co-Manager of the Transamerica Small Company Fund since
l999. Member of The Security Analysts of San Francisco. Equity analyst,
Chancellor LGT Asset Management, 1995-1997. Senior analyst, Emerging Growth
Management, 1994-1995. B.S., University of Illinois. MBA, University of
Dallas. Joined Transamerica in 1997.

TRANSAMERICA PREMIER EQUITY FUND PRIMARY MANAGER SINCE 1998: JEFFREY S. VAN
HARTE, C.F.A., Senior Vice President and Head of Equity Investments,
Transamerica InvestmentManagement, LLC. Vice President, Transamerica
Investment Services, Inc. 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 1999: GARY U. ROLLE'
(SEE BALANCED FUND ON THIS PAGE FOR BIOGRAPHY.)

TRANSAMERICA PREMIER INDEX FUND PRIMARY MANAGER SINCE 1998: LISA L. HANSEN,
Assistant Vice President and Portfolio Manager, Transamerica Investment
Management, LLC. 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 2000: THOMAS J. RAY, CFA, Vice President and Portfolio
Manager, Transamerica Investment Management, LLC. Vice President and
Portfolio Manager, Transamerica Investment Services. Member of the Los
Angeles Society of Financial Analysts and Bond Club of Los Angeles. MS,
University of Wisconsin-Madison. B.B.A., University of Wisconsin-Madison.
Course Administrator, University of Wisconsin-Madison Graduate School of
Business, 1990-1991. Financial Analyst, Madison Valuation Associates,
1989-1991. Joined Transamerica in 1991.

TRANSAMERICA PREMIER VALUE FUND PRIMARY MANAGER SINCE 1999: DANIEL J.
PRISLIN, CFA, Equity Analyst, Transamerica Investment Services. Primary
manager of the Transamerica Value Fund and a Transamerica corporate
account. Co-Manager of the Transamerica Premier Aggressive Growth Fund and
the Transamerica Aggressive Growth Fund. Assistant portfolio manager,
Franklin Templeton Group, 1994-1998. B.S., University of California at
Berkeley. MBA, University of California at Berkeley. Joined Transamerica in
1998.

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 and Chief Investment Officer,
Transamerica Investment Management, LLC. Executive Vice President & Chief
Investment Officer, Transamerica Investment Services. Chairman & President,
Transamerica Income Shares. Chief Investment Officer, Transamerica
Occidental Life Insurance and Transamerica Life Insurance & Annuity
Companies. Manager of the Transamerica Balanced Fund and Transamerica
Premier Balanced Fund since 1998. Co-Manager of the Transamerica Premier
Equity Fund, Transamerica Equity Fund and Fund A (both separate accounts),
and Transamerica corporate accounts. 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 1999: JEFFREY S. VAN HARTE (See Equity Fund on page __ of the
prospectus for biography.)

CO-MANAGER SINCE 1999: HEIDI Y. HU (See Bond Fund on page __ of prospectus for
biography.)

TRANSAMERICA PREMIER BOND FUND PRIMARY MANAGER SINCE 1998: MATTHEW W.
KUHNS, CFA, Vice President and Portfolio Manager, Transamerica Investment
Management, LLC. 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 Management, LLC. 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.

TRANSAMERICA PREMIER HIGH YIELD BOND FUND

PRIMARY MANAGER SINCE 1999: MATTHEW W. KUHNS (See Bond Fund on page __ of the
prospectus for his biography.)

CO-MANAGER SINCE 1999: THOMAS J. RAY
(See Index Fund above for biography.)

CO-MANAGER SINCE 1999: EDWARD S. HAN
(See Cash Reserve below for biography.)

TRANSAMERICA PREMIER CASH RESERVE FUND PRIMARY MANAGER SINCE 1999: EDWARD
S. HAN, Assistant Vice President and Portfolio Manager, Transamerica
Investment Management, LLC. Securities Analyst, Transamerica Investment
Services. MBA, Darden Graduate School of Business Administration at the
University of Virginia. BA, University of California at Irvine. Vice
President-Health Care Finance Group, Bank of America, 1993-1998. Joined
Transamerica in 1998.

CO-MANAGER SINCE 1999: HEIDI Y. HU
(See Bond Fund on page 21 of prospectus for biography.)

[OBJECT OMITTED]

ADVISERS PERFORMANCE ON SIMILAR FUNDS

The Funds' Sub-Adviser has managed separate accounts for pension clients of
Transamerica Corporation's affiliated companies for over ten years.

For comparison purposes, the separate accounts from which the Premier Funds were
cloned are shown below.

SEPARATE ACCOUNTS
Transamerica Equity Fund
Transamerica Equity Index Fund
Transamerica Balanced Fund
Transamerica High Yield Bond Fund
Transamerica Bond Fund
Transamerica Cash Management Fund

1 5 10 SINCE
YEAR YEARS YEARS INCEPTION

Equity Fund
34.78% 39.34% 28.82% 26.17%
Premier Equity Fund
33.26% -- -- 32.74%
S&P 500 Index4
21.05% 28.56% 18.21% 16.26%

1 5 10 SINCE
YEAR YEARS YEARS INCEPTION
Equity Index Fund
20.15% 27.82% 17.48% 17.63%
Premier Index Fund
20.65% -- -- 26.01%
S&P 500 Index4
21.05% 28.56% 18.21% 16.26%

Balanced Fund
15.82% 26.14% -- 21.08%
Premier Balanced Fund
14.81% -- -- 22.50%
S&P 500 Index4
21.05% 28.56% 18.21% 16.26%
Lehman Brothers
Govt./Corporate Index6
-2.15% 7.60% 7.66% 9.17%

High Yield Bond Fund
5.50% 11.79% ---- 12.55%
Premier High Yield Bond Fund
5.43% 11.61% ---- 12.35%
Merrill Lynch All High5
Yield Index
1.57% 9.61% - -- 11.57%
Bond Fund
-0.92% 8.98% 8.96% 11.37%
Premier Bond Fund
-0.22% -- -- 5.88%
Lehman Brothers
Govt./Corporate Index6
-2.15% 7.60% 7.66% 9.17%

Cash Management Fund7
4.63% 5.04% 4.85% 6.44%
Premier Cash Reserve Fund
5.05% -- -- 5.35%
IBC First Tier Index8
4.57% 4.97% 4.79% 6.38%

1 Average Annual Total Return calculated as shown in the Statement of Additional
Information. 2 The performance of the Premier Funds reflects that of the
Investor Shares. The Investor Class has no sales charge, applicable to Classes A
and M, and total operating expenses of the Investor Class shares are lower. 3
The inception date of all Premier Funds shown in the table is October 2, 1995,
except High Yield Bond Fund. The inception date of both the High Yield Bond Fund
separate account and the Premier High Yield Bond Fund is September 1, 1990. The
performance of the Premier High Yield Bond Fund prior to June 30, 1998, is the
separate account's performance recalculated to reflect actual fees and expenses
of the Premier Fund. Inception dates of the separate accounts are: Equity -
10/1/87; Equity Index - 10/1/86; Balanced - 4/1/93; High Yield Bond - 9/1/90;
Bond - 5/1/83; and Cash Management - 1/3/82. The inception dates shown for the
indexes match the dates of the separate accounts' inception. 4 The Standard and
Poor's 500 Index consists of 500 widely held, publicly traded common stocks. 5
The Merrill Lynch All High Yield Index consists of high yield bonds.
6 The Lehman Brothers Government/Corporate Bond Index is a broad-based unmanaged
index of government and corporate bonds with maturities of 10 years or longer
that are rated investment grade or higher by Moody's Investor Services, Inc. or
Standard and Poor's Corporation.
7 The 7-day current yield was 5.63% as of 12/31/99.
8 IBC's Money Fund ReportTM-First Tier is a composite of taxable money market
funds that meet the SEC's definition of first tier securities contained in Rule
2a-7 under the Investment Company Act of 1940.
These indexes do not reflect any commissions or fees which would be
incurred by an investor purchasing the securities represented by each index.

BUYING AND SELLING SHARES

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

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

INVESTMENT AMOUNT
SALES CHARGE UNDER $50,000 TO $100,000 TO
PER FUND $50,000 $ 99,999 $249,999
- -------------------------------------------------------------------------------
Premier Aggressive
Growth 5.25%*/5.54%** 4.50%/4.71% 3.50%/3.63%
Premier Small
Company 5.25%*/5.54%** 4.50%/4.71% 3.50%/3.63%
Premier Equity 5.25%*/5.54%** 4.50%/4.71% 3.50%/3.63%
Premier Value 5.25%*/5.54%** 4.50%/4.71% 3.50%/3.63%
Premier Index 5.25%*/5.54%** 4.50%/4.71% 3.50%/3.63%
Premier Balanced 5.25%*/5.54%** 4.50%/4.71% 3.50%/3.63%
Premier Bond 4.75%*/4.99%** 4.00%/4.17% 3.25%/3.36%
Premier Cash
Reserve none none none

INVESTMENT AMOUNT
SALES CHARGE $250,000 TO $500,000 TO
PER FUND $499,999 $999,999
- ----------------------------------------------------
Premier Aggressive
Growth 2.50%/2.56% 2.00%/2.04%
Premier Small
Company 2.50%/2.56% 2.00%/2.04%
Premier Equity 2.50%/2.56% 2.00%/2.04%
Premier Value 2.50%/2.56% 2.00%/2.04%
Premier Index 2.50%/2.56% 2.00%/2.04%
Premier Balanced 2.50%/2.56% 2.00%/2.04%
Premier Bond 2.50%/2.56% 1.75%/1.78%
Premier Cash Reserve none none
* Sales charge as a percentage of offering price
** Sales charge as a percentage of net amount invested

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

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

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

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

INVESTMENT AMOUNT
SALES CHARGE UNDER $250,000
PER FUND $250,000 AND ABOVE
- --------------------------------------------------------------
Premier Aggressive Growth 1.00*/1.01%** none
Premier Small Company 1.00*/1.01%** none
Premier Equity 1.00*/1.01%** none
Premier Value 1.00*/1.01%** none
Premier Index 1.00*/1.01%** none
Premier Balanced 1.00*/1.01%** none
Premier Bond 1.00*/1.01%** none
Premier Cash Reserve none none
* Sales charge as a percentage of offering price
** Sales charge as a percentage of net amount invested

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

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

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

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

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

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

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

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

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

If you request a redemption shortly after a recent check purchase, we may hold
the redemption proceeds beyond seven days. We will only hold it until the
purchase check clears, which may take up to 15 days. If we receive a redemption
request from a corporation, partnership, trust, fiduciary, agent, or
unincorporated association, the individual signing the request must be
authorized. If the redemption is from an account under a qualified pension plan,
spousal consent may be required.

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

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

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

EXCHANGE GUIDELINES
|X| An exchange is treated as a sale of shares from one Fund and the purchase
of shares in another Fund. Exchanges are taxable events.

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

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

INFORMATION ABOUT YOUR ACCOUNT AND THE FUNDS
You will receive a consolidated, quarterly statement of your account showing all
transactions since the beginning of the current quarter. You can request a
statement of your account activity at any time. Also, each time you invest,
redeem, transfer or exchange shares, you will receive a confirmation of the
transaction.

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

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

YOUR GUIDE TO: DIVIDENDS & CAPITAL GAINS

YOUR DISTRIBUTION OPTIONS:

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

ALL CASH allows you to have both dividends and capital gains paid to you in
cash.

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

HOW, WHEN & AT WHAT PRICE

DIVIDEND PAYMENT SCHEDULES:

FACTS ABOUT THE PREMIER CASH RESERVE FUND:
|X| Dividends on this Fund are determined daily but paid monthly.
|X| You will begin earning Premier Cash Reserve dividends on the day your
purchase is effective. |X| You will earn dividends on the day you request
redemption by telephone.

YOUR GUIDE TO: FEDERAL TAXES AND YOUR FUND SHARES

DIVIDENDS AND SHORT TERM CAPITAL GAINS paid by a Fund will be taxable to its
shareholders as ordinary income whether reinvested or paid in cash.

ANNUAL TAX REPORTING DOCUMENTATION After each calendar year, we will notify you
of the amount and type of distributions you received from each Fund for Federal
tax purposes.

FOR IRAS AND PENSION PLANS, dividends and capital gains are reinvested and not
taxed until you receive a qualified distribution.

REDEMPTIONS AND EXCHANGES of shares are taxable events which may represent gains
or losses for you.

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

OTHER TAXES

STATE AND LOCAL TAXES In addition to federal taxes, you may be subject to state
and local taxes on payments received from the Funds.

YOUR TAX ADVISER Check with your own tax adviser regarding specific questions
regarding Federal, state and local taxes.

SHARE PRICE

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

12B-1 FEES
FUND CLASS A CLASS M
- ------------------------------------------------------------
Premier Aggressive Growth 0.35% 0.60%
Premier Small Company 0.35% 0.60%
Premier Equity 0.35% 0.60%
Premier Value 0.35% 0.60%
Premier Index 0.35% 0.60%
Premier Balanced 0.35% 0.60%
Premier Bond 0.35% 0.60%
Premier Cash Reserve 0.35% 0.60%

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

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

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

SUMMARY OF BOND RATINGS

STANDARD
INVESTMENT GRADE MOODY'S & POOR'S
- ----------------------------------------------------------
Highest quality Aaa AAA
High quality Aa AA
Upper medium A A
Medium, speculative features Baa BBB
LOWER QUALITY
- -------------
Moderately speculative Ba BB
Speculative B B
Very speculative Caa CCC
Very high risk Ca CC
Highest risk, may not be
paying interest C C
In arrears or default C D

<PAGE>

FINANCIAL HIGHLIGHTS

The following information is intended to help you understand the Funds'
financial performance since their inception. The total returns in the table
represent the rate the investor would have earned (or lost) in that year on that
Fund, assuming reinvestment of all dividends and distributions. This information
has been audited by Ernst & Young LLP, independent certified public accountants,
covering the last five fiscal years ended December 31, 1995, 1996, 1997, 1998,
and 1999. You should read this information along with the financial statements
and accompanying notes in the annual report. You can get more information about
the Funds' performance in the annual report. See the back cover to find out how
to get this report.

<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)

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

Transamerica Premier Transamerica Premier Transamerica Premier Transamerica Premier
Aggressive Growth Fund Small Company Fund Equity Fund Value Fund
------------------------------------------------------------------------------------------------
----------------------
Class A Class A Class A Class A
----------------------
------------------------------------------------------------------------------------------------
Year Ended Period Ended Year Ended Period
EndedYear Ended Period EndedYear Ended Period
Ended December 31,December 31, December
31,December 31,December 31, December
31,December 31,December 31, 1998*
------------------------------------------------------------------------------------------------
- ----------------------------------------------- ------------------------ ------------
NET ASSET VALUE

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning of Period $22.41 $17.55 $21.99 $17.20 $24.79 $22.86 $10.59 $9.71
-------------------------------------------------------------------------------------------------

OPERATIONS

Net investment loss1 (0.37)a (0.11) (0.35)a (0.08) (0.37)a (0.16) (0.11)a (0.02)

Net realized and unrealized gain on inves12.36s 4.97 20.27 4.87 8.39 2.09 0.87 0.92
-------------------------------------------------------------------------------------------------

Total from investment operations 11.99 4.86 19.92 4.79 8.02 1.93 0.76 0.90
-------------------------------------------------------------------------------------------------

DIVIDENDS/DISTRIBUTIONS TO SHAREHOLDERS

Net investment income ---- ---- ---- ---- ---- ---- ---- (0.02)

Net realized gains on investments (0.91) ---- (3.04) ---- (0.93) ---- ---- ----
-------------------------------------------------------------------------------------------------

Total dividends/distributions (0.91) ---- (3.04) ---- (0.93) ---- ---- (0.02)
-------------------------------------------------------------------------------------------------

NET ASSET VALUE

End of period $33.49 $22.41 $38.87 $21.99 $31.88 $24.79 $11.35 $10.59
=================================================================================================

TOTAL RETURN 2 54.09% 27.69% 93.63% 27.85% 32.88% 8.44% 7.18% 9.31%
=================================================================================================

RATIOS AND SUPPLEMENTAL DATA

Expenses to average net assets:

After reimbursement/fee waiver 1.50% 1.50%+ 1.50% 1.50%+ 1.60% 1.60%+ 1.30% 1.30%+

Before reimbursement/fee waiver 8.63% 2091.85%+ 9.86% 2146.03%+ 18.56% 2133.52%+ 67.64% 2533.76%+

Net investment (loss), after reimburseme(1.43%)waiver(1.07%)+ (1.26%) (0.79%)+ (1.33%) (1.26%)+ (0.99%) (0.42%)+

Portfolio turnover rate 80% 32% 50% 26% 42% 59% 87% 72%

Net assets, end of period (in thousands) $778 $1 $1,062 $1 $530 $1 $87 $1

=================================================================================================

</TABLE>

+ Annualized

* Inception (Class A) - June 30, 1998; funds commenced operations on July 1,
1998.

1 Net investment loss is after waiver of fees by the Adviser and reimbursement
of certain expenses by the Administrator (Note 2). If the Adviser had not
waived fees and the Administrator had not reimbursed expenses, net investment
loss per share would have been $(2.21) and $(221.25) for the Aggressive
Growth Fund, $(2.65) and $(212.68) for the Small Company Fund, $(5.01) and
$(269.96) for the Equity Fund, and $(7.21) and $(116.09) for the Value Fund
for the periods ended December 31, 1999 and 1998, respectively.

2 Total return represents aggregate total return for the period indicated and is
not annualized, for periods less than one year. Performance shown does not
include effects of any sales charges.

a Per share net investment loss has been determined on the basis of the average
number of shares outstanding during the period.
<TABLE>
<CAPTION>

Transamerica Premier Transamerica Premier Transamerica Premier Transamerica Premier
Index Fund Balanced Fund Bond Fund Cash Reserve Fund
-------------------------------------------------------------------------------------------------
-----------------------
Class A Class A Class A Class A
-----------------------
--------------------------------------------------------------------------------------
Year Ended Period Ended Year Ended Period
EndedYear Ended Period EndedYear Ended Period
Ended December 31,December 31, December
31,December 31,December 31, December
31,December 31,December 31, 1998*
-------------------------------------------------------------------------------------------------
- ----------------------------------------------- ------------------------
NET ASSET VALUE

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning of Period $18.62 $17.59 $19.25 $17.99 $10.40 $10.32 $1.00 $1.00
-------------------------------------------------------------------------------------------------

OPERATIONS

Net investment income1 0.30a 0.19 0.33a 0.18 0.55 0.29 0.05 0.02

Net realized and unrealized gain (loss) on3.45estments 1.39 2.39 1.87 (0.57) 0.19 ---- ----
-------------------------------------------------------------------------------------------------

Total from investment operations 3.75 1.58 2.72 2.05 (0.02) 0.48 0.05 0.02
-------------------------------------------------------------------------------------------------

DIVIDENDS/DISTRIBUTIONS TO SHAREHOLDERS

Net investment income (0.25) (0.27) (0.35) (0.17) (0.58) (0.29) (0.05) (0.02)

Net realized gains on investments (0.75) (0.28) (1.15) (0.62) (0.07) (0.11) ---- ----
-------------------------------------------------------------------------------------------------

Total dividends/distributions (1.00) (0.55) (1.50) (0.79) (0.65) (0.40) (0.05) (0.02)
-------------------------------------------------------------------------------------------------

NET ASSET VALUE

End of period $21.37 $18.62 $20.47 $19.25 $9.73 $10.40 $1.00 $1.00
=================================================================================================

TOTAL RETURN 2 20.31% 8.94% 14.48% 11.41% (0.22%) 4.80% 4.68% 2.50%
=================================================================================================

RATIOS AND SUPPLEMENTAL DATA

Expenses to average net assets:

After reimbursement/fee waiver 0.50% 0.50%+ 1.55% 1.55%+ 1.40% 1.40%+ 0.60% 0.60%+

Before reimbursement/fee waiver 8.67% 2141.94%+ 17.18% 2068.27%+ 26.13% 2353.12%+ 4.78% 2413.01%+

Net investment income, after reimbursemen1.47% waiver2.04%+ 1.65% 1.73%+ 5.82% 5.66%+ 4.58% 4.85%+

Portfolio turnover rate 22% 32% 61% 32% 301% 165% ---- ----

Net assets, end of period (in thousands) $524 $1 $339 $1 $145 $1 $819 $1

=================================================================================================

</TABLE>

+ Annualized

* Inception (Class A) - June 30, 1998; funds commenced operations on July 1,
1998.

1 Net investment income is after waiver of fees by the Adviser and
reimbursement of certain expenses by the Administrator (Note 2). If the
Adviser had not waived fees and the Administrator had not reimbursed
expenses, net investment loss per share would have been $(1.36) and $(203.55)
for the Index Fund, $(2.79) and $(214.50) for the Balanced Fund, $(1.77) and
$(120.85) for the Bond Fund, and $0.00 and $(12.31) for the Cash Reserve Fund
for the periods ended December 31, 1999 and 1998, respectively.

2 Total return represents aggregate total return for the period indicated and is
not annualized, for periods less than one year. Performance shown does not
include effects of any sales charges.

a Per share net investment income has been determined on the basis of the
average number of shares outstanding during the period.

<PAGE>
FINANCIAL HIGHLIGHTS (CONCLUDED)

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

Transamerica Premier Transamerica Premier Transamerica Premier Transamerica Premier
Aggressive Growth Fund Small Company Fund Equity Fund Value Fund
-------------------------------------------------------------------------------------------------
------------------------
Class M Class M Class M Class M
------------------------
-------------------------------------------------------------------------------------------------
Year Ended Period EndedYear Ended Period
EndedYear Ended Period EndedYear Ended Period
Ended December 31,December 31,December
31,December 31,December 31, December
31,December 31,December 31, 1998*
-------------------------------------------------------------------------------------------------
- ---------------------------------------------- ------------------------ ------------
NET ASSET VALUE

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning of Period $22.39 $17.55 $21.96 $17.20 $24.73 $22.86 $10.59 $9.71
-------------------------------------------------------------------------------------------------

OPERATIONS

Net investment loss1 (0.45)a (0.18) (0.46)a (0.14) (0.42)a (0.25) (0.13)a (0.05)

Net realized and unrealized gain on inve12.36ts 5.02 20.28 4.90 8.36 2.12 0.87 0.94
-------------------------------------------------------------------------------------------------

Total from investment operations 11.91 4.84 19.82 4.76 7.94 1.87 0.74 0.89
-------------------------------------------------------------------------------------------------

DIVIDENDS/DISTRIBUTIONS TO SHAREHOLDERS

Net investment income ---- ---- ---- ---- ---- ---- ---- (0.01)

Net realized gains on investments (0.91) ---- (3.04) ---- (0.93) ---- ---- ----
-------------------------------------------------------------------------------------------------

Total dividends/distributions (0.91) ---- (3.04) ---- (0.93) ---- ---- (0.01)
-------------------------------------------------------------------------------------------------

NET ASSET VALUE

End of period $33.39 $22.39 $38.74 $21.96 $31.74 $24.73 $11.33 $10.59
=================================================================================================

TOTAL RETURN 2 53.78% 27.58% 93.30% 27.67% 32.64% 8.18% 6.99% 9.17%
=================================================================================================

RATIOS AND SUPPLEMENTAL DATA

Expenses to average net assets:

After reimbursement/fee waiver 1.75% 1.75%+ 1.75% 1.75%+ 1.85% 1.85%+ 1.55% 1.55%+

Before reimbursement/fee waiver 25.05% 1559.17%+ 31.68% 1554.70%+ 31.24% 1618.88%+ 151.30% 1654.81%+

Net investment (loss), after reimbursem(1.66%) waiv(1.32%)+ (1.50%) (1.05%)+ (1.51%) (1.49%)+ (1.23%) (0.74%)+

Portfolio turnover rate 80% 32% 50% 26% 42% 59% 87% 72%

Net assets, end of period (in thousands) $574 $1 $590 $1 $585 $1 $72 $1

=================================================================================================
</TABLE>

+ Annualized

* Inception (Class M) - June 30, 1998; funds commenced operations on July 1,
1998.

1 Net investment loss is after waiver of fees by the Adviser and reimbursement
of certain expenses by the Administrator (Note 2). If the Adviser had not
waived fees and the Administrator had not reimbursed expenses, net investment
loss per share would have been $(6.73) and $(207.97) for the Aggressive
Growth Fund, $(9.61) and $(203.30) for the Small Company Fund, $(8.59) and
$(269.54) for the Equity Fund, and $(16.23) and $(115.93) for the Value Fund
for the periods ended December 31, 1999 and 1998, respectively.

2 Total return represents aggregate total return for the period indicated and is
not annualized, for periods less than one year. Performance shown does not
include effects of any sales charges.

a Per share net investment loss has been determined on the basis of the average
number of shares outstanding during the period.
<TABLE>
<CAPTION>

Transamerica Premier Transamerica Premier Transamerica Premier Transamerica Premier
Index Fund Balanced Fund Bond Fund Cash Reserve Fund
-------------------------------------------------------------------------------------------------
------------------------
Class M Class M Class M Class M
------------------------
-------------------------------------------------------------------------------------
Year Ended Period EndedYear Ended Period
EndedYear Ended Period EndedYear Ended Period
Ended December 31,December 31,December
31,December 31,December 31, December
31,December 31,December 31, 1998*
-------------------------------------------------------------------------------------------------
- ---------------------------------------------- ------------------------ ------------
NET ASSET VALUE

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning of Period $18.64 $17.59 $19.24 $17.99 $10.42 $10.32 $1.00 $1.00
-------------------------------------------------------------------------------------------------

OPERATIONS

Net investment income1 0.25a 0.16 0.28a 0.14 0.54 0.28 0.04 0.02

Net realized and unrealized gain (loss) o3.44vestment1.41 2.41 1.87 (0.60) 0.21 ---- ----
-------------------------------------------------------------------------------------------------

Total from investment operations 3.69 1.57 2.69 2.01 (0.06) 0.49 0.04 0.02
-------------------------------------------------------------------------------------------------

DIVIDENDS/DISTRIBUTIONS TO SHAREHOLDERS

Net investment income (0.20) (0.24) (0.30) (0.14) (0.55) (0.28) (0.04) (0.02)

Net realized gains on investments (0.75) (0.28) (1.15) (0.62) (0.07) (0.11) ---- ----
-------------------------------------------------------------------------------------------------

Total dividends/distributions (0.95) (0.52) (1.45) (0.76) (0.62) (0.39) (0.04) (0.02)
-------------------------------------------------------------------------------------------------

NET ASSET VALUE

End of period $21.38 $18.64 $20.48 $19.24 $9.74 $10.42 $1.00 $1.00
=================================================================================================

TOTAL RETURN 2 19.94% 8.92% 14.32% 11.22% (0.56%) 4.87% 4.46% 2.35%
=================================================================================================

RATIOS AND SUPPLEMENTAL DATA

Expenses to average net assets:

After reimbursement/fee waiver 0.75% 0.75%+ 1.80% 1.80%+ 1.65% 1.65%+ 0.85% 0.85%+

Before reimbursement/fee waiver 46.84% 2385.32%+ 81.32% 2322.86%+ 276.41% 2292.61%+ 116.76% 2402.67%+

Net investment income, after reimburseme1.25%e waiv1.77%+ 1.41% 1.48%+ 5.61% 5.42%+ 4.66% 4.61%+

Portfolio turnover rate 22% 32% 61% 32% 301% 165% ---- ----

Net assets, end of period (in thousands) $164 $1 $141 $1 $38 $1 $103 $1

=================================================================================================

</TABLE>

+ Annualized

* Inception (Class M) - June 30, 1998; funds commenced operations on July 1,
1998.

1 Net investment loss is after waiver of fees by the Adviser and reimbursement
of certain expenses by the Administrator (Note 2). If the Adviser had not
waived fees and the Administrator had not reimbursed expenses, net investment
loss per share would have been $(9.16) and $(212.42) for the Index Fund,
$(15.74) and $(215.60) for the Balanced Fund, $(25.99) and $(118.62) for the
Bond Fund, and $(1.05) and $(12.07) for the Cash Reserve Fund for the periods
ended December 31, 1999 and 1998, respectively.

2 Total return represents aggregate total return for the period indicated and is
not annualized, for periods less than one year. Performance shown does not
include effects of any sales charges.

a Per share net investment income has been determined on the basis of the
average number of shares outstanding during the period.

<PAGE>

ADDITIONAL INFORMATION AND
ASSISTANCE

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

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

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

SEC file number: 811-9216

Transamerica Securities Sales
Corporation, Distributor

<PAGE>

TRS-892-0599

<PAGE>
1

TRANSAMERICA PREMIER FUNDS - CLASS A AND CLASS M SHARES

Prospectus: May 1, 2000

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
Fund Managers
Advisers Fees
Advisers Performance on Similar Funds

<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 Management, LLC. 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.

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.

AVERAGE ANNUAL TOTAL RETURNS SINCE INCEPTION (AS OF 12/31/99)
SINCE INCEPTION

1 YEAR (6/30/97) *
Premier Aggressive

Growth Fund, Class A 46.00% 60.48%
Premier Aggressive
Growth Fund, Class M 52.25% 62.96%
S&P 500 Index** 21.04% 24.25%
* 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.

AVERAGE ANNUAL TOTAL RETURNS SINCE INCEPTION (AS OF 12/31/99)
SINCE INCEPTION

1 YEAR 3 YEARS (10/2/95)
Premier Equity Fund

Class A 25.91% 35.40% 30.80%
Premier Equity Fund
Class M 31.31% 37.02% 31.81%
S&P 500 Index* 21.04% 27..56% 26.37%

* 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.

AVERAGE ANNUAL TOTAL RETURNS SINCE INCEPTION (AS OF 12/31/99)
SINCE INCEPTION

1 YEAR 3 YEARS (10/2/95)

Premier Index Fund
Class A 13.99% 24.69% 24.12%
Premier Index Fund
Class M 18.74% 26.23% 25.11%
S&P 500 Index* 21.04% 27.56% 26.37%

* 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 in a diversified portfolio of domestic equity securities. Under
normal market conditions, at least 65% of the Fund will be invested in companies
with market capitalizations or annual revenues of no more than $1 billion. 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.

AVERAGE ANNUAL TOTAL RETURNS SINCE INCEPTION (AS OF 12/31/99)
SINCE INCEPTION

1 YEAR (6/30/97)*

Premier Small
Company Fund, Class A 83.47% 76.13%
Premier Small
Company Fund, Class M 91.37% 78.84%
Russell 2000 Index** 21.26% 11.48%

* 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.

AVERAGE ANNUAL TOTAL RETURNS SINCE INCEPTION (AS OF 12/31/99)

SINCE INCEPTION
1 YEAR (4/1/98)*
Premier Value Fund
Class A 1.55% 4.35%
Class M 5.92% 6.77%
S&P 500 Index 21.04% 19.46%

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

AVERAGE ANNUAL TOTAL RETURNS SINCE INCEPTION (AS OF 12/31/99)
SINCE INCEPTION

1 YEAR 3 YEARS (10/2/95)

Premier Balanced Fund
Class A 8.47% 23.77% 20.71%
Premier Balanced Fund
Class M 13.18% 25.30% 21.67%
S&P 500 Index* 21.04% 27.56% 26.37%
Lehman Brothers
Government/Corporate
Bond Index** -2.15% 5.54% 5.70%

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.

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 -4.96% 4.53% 4.51%
Premier Bond Fund
Class M -1.56% 5.65% 5.22%
Lehman Brothers
Government/Corporate
Bond Index* -2.15% 5.54% 5.70%

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.

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 12/31/99)
SINCE INCEPTION

1 YEAR 5 YEARS (9/1/90)
Premier High Yield
Bond Fund, Class A* % % %
Premier High Yield
Bond Fund, Class M* % % %
Merrill Lynch High Yield
Master Index ** % % %
* 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.

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 4.68% 4.96% 4.98%
Premier Cash Reserve Fund
Class M 4.46% 4.70% 4.72%
IBC First Tier Index** 4.57% 4.85% 4.88%

<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
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)

The table below lists the expenses incurred by Class A and Class M shares of
each Fund during 1999.

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

TRANSAMERICA PREMIER ADVISER FEE 12B-1 FEE5 OTHER EXPENSES TOTAL OPERATING FEE WAIVER AND NET EXPENSES
FUND/CLASS EXPENSES7 EXPENSE
REIMBURSEMENT

Aggressive Growth Fund

Class A 0.85% 0.35% 7.43% 8.63% 7.13% 1.50%
Class M 0.85% 0.60% 23.60% 25.05% 23.30% 1.75%

Small Company Fund

Class A 0.85% 0.35% 8.66% 9.86% 8.36% 1.50%
Class M 0.85% 0.60% 30.23% 31.68% 29.93% 1.75%

Equity Fund

Class A 0.85% 0.35% 17.36% 18.56% 16.96% 1.60%
Class M 0.85% 0.60% 29.79% 31.24% 29.39% 1.85%

Value Fund

Class A 0.75% 0.35% 66.54% 67.64% 66.34% 1.30%
Class M 0.75% 0.60% 149.95% 151.30% 149.75% 1.55%

Index Fund

Class A 0.30% 0.35% 8.02% 8.67% 8.17% 0.50%
Class M 0.30% 0.60% 45.94% 46.84% 46.09% 0.75%

Balanced Fund

Class A 0.75% 0.35% 16.08% 17.18% 15.63% 1.55%
Class M 0.75% 0.60% 79.97% 81.32% 79.52% 1.80%

High Yield Bond Fund
Class A 0.55% 0.35% 0.43% 1.33%

Class M 0.55% 0.60% 0.80% 1.95% 1.65%
Bond Fund
Class A 0.60% 0.35% 25.18% 26.13% 24.73% 1.40%
Class M 0.60% 0.60% 275.21% 276.41% 274.76% 1.65%

Cash Reserve Fund

Class A 0.35% 0.35% 4.08% 4.78% 4.18% 0.60%
Class M 0.35% 0.60% 115.81% 116.76% 115.91% 0.85%

- ----------------------------- ------------ ------------ ---------------- ------------------- ------------------ -----------------
</TABLE>

EXAMPLES
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 are based on expenses without waivers or reimbursements, and in some
eventually exceed the $10,000 assumed investment. 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. Although your actual costs may be higher or lower,
based on these assumptions, your costs will be:

- ------------------------------------------ ----------------- --------------- ---------------- ---------------
TRANSAMERICA PREMIER FUND8 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Aggressive Growth Fund

<S> <C> <C> <C> <C>
Class A $1,328 $2,847 $4,258 $7,361
Class M $276 $646 $1039 $2,142

Small Company Fund

Class A $1,437 $3,129 $4,661 $7,884
Class M $276 $646 $1039 $2,142

Equity Fund

Class A $2,164 $4,806 $6,780 $9,799
Class M $268 $676 $1091 $2,247

Value Fund

Class A $4,927 $7,185 $7,501 $7,551
Class M $256 $585 $936 $1,927

Index Fund

Class A $1,331 $2,857 $4,272 $7,380
Class M $176 $337 $513 $1,021

Balanced Fund

Class A $2,054 $4,575 $6,520 $9,651
Class M $281 $661 $1065 $2,195

High Yield Bond Fund
Class A $135 $421 $729 $1601
Class M $190 $612 $1052 $2275
Bond Fund

Class A $2,701 $5,841 $7,795 $10,028
Class M $266 $615 $988 $2,035

Cash Reserve Fund

Class A $479 $1,439 $2,403 $4,833
Class M $87 $271 $471 $1,049

- ------------------------------------------ ----------------- --------------- ---------------- ---------------
</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.

<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:
|X| Strong potential for steady growth; and
|X| 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.

STRATEGIES

We buy securities of companies we believe have the defining features of premier
growth companies that are under-valued in the stock market. Premier companies
have many or all of these features:

|X| Shareholder-oriented management
|X| Dominance in market share
|X| Cost production advantages
|X| Leading brands
|X| Self-financed growth
|X| Attractive reinvestment opportunities

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.

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:
|X| Strong potential for steady growth
|X| 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 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.

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:

Investors who are willing and financially able to take on stock 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.

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: |X|
Seeks out bonds that have strong credit characteristics that may not be fully
reflected in their market price. |X| Seeks to accumulate additional returns as
the prices of such bonds increase.

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.

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:
|X| Short-term corporate obligations, including commercial paper, notes
and bonds;
|X| Obligations issued or guaranteed by the U.S. and foreign governments
and their agencies or instrumentalities;
|X| Obligations of U.S. and foreign banks, or their foreign branches, and
U.S. savings banks; and
|X| Repurchase agreements involving any of the securities mentioned above

INVESTMENT ADVISER

The Funds' Adviser is Transamerica Investment Management, LLC or TIM, 1150 South
Olive Street, Suite 2700, Los Angeles, CA 90015. TIM is owned by Transamerica
Investment Services, Inc., (TIS) . TIS was adviser until January 1, 2000. Under
an agreement with TIM, TIS provides TIM with certain investment research and
other services and, in this regard, it serves as Sub-Adviser to the Funds. TIS
has managed money for insurance companies and pension plans since 1967 and for
mutual funds since 1996.

FUND MANAGERS

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

CO-MANAGER SINCE 1999: DANIEL J. PRISLIN
(See Value Fund below for biography.)

TRANSAMERICA PREMIER SMALL COMPANY FUND
Primary Manager since 1999: Christopher J. Bonavico
(See Aggressive Growth Fund above for biography.)

TRANSAMERICA PREMIER EQUITY FUND PRIMARY MANAGER SINCE 1998: JEFFREY S. VAN
HARTE, C.F.A., Senior Vice President and Head of Equity Investments,
Transamerica Investment Management, LLC. Vice President, Transamerica Investment
Services, Inc. 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 1999: GARY U. ROLLE'
(SEE BALANCED FUND ON THIS PAGE FOR BIOGRAPHY.)

CO-MANAGER SINCE 1998: JEFFREY S. VAN HARTE (see Equity Fund).

CO-MANAGER SINCE 1999: JEFFREY S. VAN HARTE (See Equity Fund on page __ of the
prospectus for biography.)

CO-MANAGER SINCE 1999: HEIDI Y. HU (See Bond Fund on page __ of prospectus for
biography.)

TRANSAMERICA PREMIER HIGH YIELD BOND FUND

PRIMARY MANAGER SINCE 1999: MATTHEW W. KUHNS (See Bond Fund on page __ of the
prospectus for his biography.)

CO-MANAGER SINCE 1999: THOMAS J. RAY
(See Index Fund above for biography.)

CO-MANAGER SINCE 1999: EDWARD S. HAN
(See Cash Reserve below for biography.)

CO-MANAGER SINCE 1999: HEIDI Y. HU
(See Bond Fund on page 21 of prospectus for biography.)

[OBJECT OMITTED]

ADVISERS PERFORMANCE ON SIMILAR FUNDS

The Funds' Sub-Adviser has managed separate accounts for pension clients of
Transamerica Corporation's affiliated companies for over ten years.

For comparison purposes, the separate accounts from which the Premier Funds were
cloned are shown below.

SEPARATE ACCOUNTS
Transamerica Equity Fund
Transamerica Equity Index Fund
Transamerica Balanced Fund
Transamerica High Yield Bond Fund
Transamerica Bond Fund
Transamerica Cash Management Fund

1 5 10 SINCE
YEAR YEARS YEARS INCEPTION

Equity Fund
34.78% 39.34% 28.82% 26.17%
Premier Equity Fund
33.26% -- -- 32.74%
S&P 500 Index4
21.05% 28.56% 18.21% 16.26%

1 5 10 SINCE
YEAR YEARS YEARS INCEPTION
Equity Index Fund
20.15% 27.82% 17.48% 17.63%
Premier Index Fund
20.65% -- -- 26.01%
S&P 500 Index4
21.05% 28.56% 18.21% 16.26%

Balanced Fund
15.82% 26.14% -- 21.08%
Premier Balanced Fund
14.81% -- -- 22.50%
S&P 500 Index4
21.05% 28.56% 18.21% 16.26%
Lehman Brothers
Govt./Corporate Index6
-2.15% 7.60% 7.66% 9.17%

Cash Management Fund7
4.63% 5.04% 4.85% 6.44%
Premier Cash Reserve Fund
5.05% -- -- 5.35%
IBC First Tier Index8
4.57% 4.97% 4.79% 6.38%

BUYING AND SELLING SHARES

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

INVESTMENT AMOUNT
SALES CHARGE UNDER $50,000 TO $100,000 TO
PER FUND $50,000 $ 99,999 $249,999
- -------------------------------------------------------------------------------
Premier Aggressive
Growth 5.25%*/5.54%** 4.50%/4.71% 3.50%/3.63%
Premier Small
Company 5.25%*/5.54%** 4.50%/4.71% 3.50%/3.63%
Premier Equity 5.25%*/5.54%** 4.50%/4.71% 3.50%/3.63%
Premier Value 5.25%*/5.54%** 4.50%/4.71% 3.50%/3.63%
Premier Index 5.25%*/5.54%** 4.50%/4.71% 3.50%/3.63%
Premier Balanced 5.25%*/5.54%** 4.50%/4.71% 3.50%/3.63%
Premier High
Yield Bond 5.25%*/5.54%** 4.50%/4.71% 3.50%/3.63%
Premier Bond 4.75%*/4.99%** 4.00%/4.17% 3.25%/3.36%
Premier Cash
Reserve none none none

INVESTMENT AMOUNT
SALES CHARGE $250,000 TO $500,000 TO
PER FUND $499,999 $999,999
- ----------------------------------------------------
Premier Aggressive
Growth 2.50%/2.56% 2.00%/2.04%
Premier Small
Company 2.50%/2.56% 2.00%/2.04%
Premier Equity 2.50%/2.56% 2.00%/2.04%
Premier Value 2.50%/2.56% 2.00%/2.04%
Premier Index 2.50%/2.56% 2.00%/2.04%
Premier Balanced 2.50%/2.56% 2.00%/2.04%
Premier High
Yield Bond 2.50%/2.56% 2.00%/2.04%
Premier Bond 2.50%/2.56% 1.75%/1.78%
Premier Cash Reserve none none
* Sales charge as a percentage of offering price
** Sales charge as a percentage of net amount invested

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

INVESTMENT AMOUNT
SALES CHARGE UNDER $250,000
PER FUND $250,000 AND ABOVE
- --------------------------------------------------------------
Premier Aggressive Growth 1.00*/1.01%** none
Premier Small Company 1.00*/1.01%** none
Premier Equity 1.00*/1.01%** none
Premier Value 1.00*/1.01%** none
Premier Index 1.00*/1.01%** none
Premier Balanced 1.00*/1.01%** none
Premier High Yield Bond 1.00*/1.01%** none
Premier Bond 1.00*/1.01%** none
Premier Cash Reserve none none
* Sales charge as a percentage of offering price
** Sales charge as a percentage of net amount invested

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

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

EXCHANGE GUIDELINES
|X| An exchange is treated as a sale of shares from one Fund and the purchase
of shares in another Fund. Exchanges are taxable events.

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

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

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

YOUR GUIDE TO: DIVIDENDS & CAPITAL GAINS

YOUR DISTRIBUTION OPTIONS:

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

ALL CASH allows you to have both dividends and capital gains paid to you in
cash.

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

HOW, WHEN & AT WHAT PRICE

DIVIDEND PAYMENT SCHEDULES:

YOUR GUIDE TO: FEDERAL TAXES AND YOUR FUND SHARES

DIVIDENDS AND SHORT TERM CAPITAL GAINS paid by a Fund will be taxable to its
shareholders as ordinary income whether reinvested or paid in cash.

ANNUAL TAX REPORTING DOCUMENTATION After each calendar year, we will notify you
of the amount and type of distributions you received from each Fund for Federal
tax purposes.

FOR IRAS AND PENSION PLANS, dividends and capital gains are reinvested and not
taxed until you receive a qualified distribution.

REDEMPTIONS AND EXCHANGES of shares are taxable events which may represent gains
or losses for you.

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

OTHER TAXES

STATE AND LOCAL TAXES In addition to federal taxes, you may be subject to state
and local taxes on payments received from the Funds.

YOUR TAX ADVISER Check with your own tax adviser regarding specific questions
regarding Federal, state and local taxes.

SHARE PRICE

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

SUMMARY OF BOND RATINGS

<PAGE>

FINANCIAL HIGHLIGHTS

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

<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)

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

Transamerica Premier Transamerica Premier Transamerica Premier Transamerica Premier
Aggressive Growth Fund Small Company Fund Equity Fund Value Fund
-----------------------------------------------------------------------------------------------
---------------------
Class A Class A Class A Class A
---------------------
-----------------------------------------------------------------------------------------------
Year Ended Period Ended Year Ended Period
EndedYear Ended Period EndedYear Ended Period
Ended December 31,December 31, December
31,December 31,December 31, December
31,December 31,December 31, 1998*
-----------------------------------------------------------------------------------------------
- ----------------------------------------------- ------------------------ ------------
NET ASSET VALUE

OPERATIONS

Net investment loss1 (0.37)a (0.11) (0.35)a (0.08) (0.37)a (0.16) (0.11)a (0.02)

Net realized and unrealized gain on inves12.36s 4.97 20.27 4.87 8.39 2.09 0.87 0.92
-------------------------------------------------------------------------------------------------

Total from investment operations 11.99 4.86 19.92 4.79 8.02 1.93 0.76 0.90
-------------------------------------------------------------------------------------------------

DIVIDENDS/DISTRIBUTIONS TO SHAREHOLDERS

Net investment income ---- ---- ---- ---- ---- ---- ---- (0.02)

Net realized gains on investments (0.91) ---- (3.04) ---- (0.93) ---- ---- ----
-------------------------------------------------------------------------------------------------

Total dividends/distributions (0.91) ---- (3.04) ---- (0.93) ---- ---- (0.02)
-------------------------------------------------------------------------------------------------

NET ASSET VALUE

End of period $33.49 $22.41 $38.87 $21.99 $31.88 $24.79 $11.35 $10.59
=================================================================================================

TOTAL RETURN 2 54.09% 27.69% 93.63% 27.85% 32.88% 8.44% 7.18% 9.31%
=================================================================================================

RATIOS AND SUPPLEMENTAL DATA

Expenses to average net assets:

After reimbursement/fee waiver 1.50% 1.50%+ 1.50% 1.50%+ 1.60% 1.60%+ 1.30% 1.30%+

Before reimbursement/fee waiver 8.63% 2091.85%+ 9.86% 2146.03%+ 18.56% 2133.52%+ 67.64% 2533.76%+

Net investment (loss), after reimburseme(1.43%)waiver(1.07%)+ (1.26%) (0.79%)+ (1.33%) (1.26%)+ (0.99%) (0.42%)+

Portfolio turnover rate 80% 32% 50% 26% 42% 59% 87% 72%

Net assets, end of period (in thousands) $778 $1 $1,062 $1 $530 $1 $87 $1

=================================================================================================

</TABLE>

+ Annualized

* Inception (Class A) - June 30, 1998; funds commenced operations on July 1,
1998.

1 Net investment loss is after waiver of fees by the Adviser and reimbursement
of certain expenses by the Administrator (Note 2). If the Adviser had not
waived fees and the Administrator had not reimbursed expenses, net investment
loss per share would have been $(2.21) and $(221.25) for the Aggressive
Growth Fund, $(2.65) and $(212.68) for the Small Company Fund, $(5.01) and
$(269.96) for the Equity Fund, and $(7.21) and $(116.09) for the Value Fund
for the periods ended December 31, 1999 and 1998, respectively.

2 Total return represents aggregate total return for the period indicated and is
not annualized, for periods less than one year. Performance shown does not
include effects of any sales charges.

a Per share net investment loss has been determined on the basis of the average
number of shares outstanding during the period.
<TABLE>
<CAPTION>

Transamerica Premier Transamerica Premier Transamerica Premier Transamerica Premier
Index Fund Balanced Fund Bond Fund Cash Reserve Fund
------------------------------------------------------------------------------------------------
----------------------
Class A Class A Class A Class A
----------------------
--------------------------------------------------------------------------------------
Year Ended Period Ended Year Ended Period
EndedYear Ended Period EndedYear Ended Period
Ended December 31,December 31, December
31,December 31,December 31, December
31,December 31,December 31, 1998*
------------------------------------------------------------------------------------------------
- ----------------------------------------------- ------------------------
NET ASSET VALUE

OPERATIONS

Net investment income1 0.30a 0.19 0.33a 0.18 0.55 0.29 0.05 0.02

Net realized and unrealized gain (loss) on3.45estments 1.39 2.39 1.87 (0.57) 0.19 ---- ---
-------------------------------------------------------------------------------------------------

Total from investment operations 3.75 1.58 2.72 2.05 (0.02) 0.48 0.05 0.02
-------------------------------------------------------------------------------------------------

DIVIDENDS/DISTRIBUTIONS TO SHAREHOLDERS

Net investment income (0.25) (0.27) (0.35) (0.17) (0.58) (0.29) (0.05) (0.02)

Net realized gains on investments (0.75) (0.28) (1.15) (0.62) (0.07) (0.11) ---- ----
-------------------------------------------------------------------------------------------------

Total dividends/distributions (1.00) (0.55) (1.50) (0.79) (0.65) (0.40) (0.05) (0.02)
-------------------------------------------------------------------------------------------------

NET ASSET VALUE

End of period $21.37 $18.62 $20.47 $19.25 $9.73 $10.40 $1.00 $1.00
=================================================================================================

TOTAL RETURN 2 20.31% 8.94% 14.48% 11.41% (0.22%) 4.80% 4.68% 2.50%
=================================================================================================

RATIOS AND SUPPLEMENTAL DATA

Expenses to average net assets:

After reimbursement/fee waiver 0.50% 0.50%+ 1.55% 1.55%+ 1.40% 1.40%+ 0.60% 0.60%+

Before reimbursement/fee waiver 8.67% 2141.94%+ 17.18% 2068.27%+ 26.13% 2353.12%+ 4.78% 2413.01%+

Net investment income, after reimbursemen1.47% waiver2.04%+ 1.65% 1.73%+ 5.82% 5.66%+ 4.58% 4.85%+

Portfolio turnover rate 22% 32% 61% 32% 301% 165% ---- ----

Net assets, end of period (in thousands) $524 $1 $339 $1 $145 $1 $819 $1

=================================================================================================

</TABLE>

+ Annualized

* Inception (Class A) - June 30, 1998; funds commenced operations on July 1,
1998.

1 Net investment income is after waiver of fees by the Adviser and
reimbursement of certain expenses by the Administrator (Note 2). If the
Adviser had not waived fees and the Administrator had not reimbursed
expenses, net investment loss per share would have been $(1.36) and $(203.55)
for the Index Fund, $(2.79) and $(214.50) for the Balanced Fund, $(1.77) and
$(120.85) for the Bond Fund, and $0.00 and $(12.31) for the Cash Reserve Fund
for the periods ended December 31, 1999 and 1998, respectively.

2 Total return represents aggregate total return for the period indicated and is
not annualized, for periods less than one year. Performance shown does not
include effects of any sales charges.

a Per share net investment income has been determined on the basis of the
average number of shares outstanding during the period.
<PAGE>
FINANCIAL HIGHLIGHTS (CONCLUDED)

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

Transamerica Premier Transamerica Premier Transamerica Premier Transamerica Premier
Aggressive Growth Fund Small Company Fund Equity Fund Value Fund
-------------------------------------------------------------------------------------------------
------------------------
Class M Class M Class M Class M
------------------------
-------------------------------------------------------------------------------------------------
Year Ended Period EndedYear Ended Period
EndedYear Ended Period EndedYear Ended Period
Ended December 31,December 31,December
31,December 31,December 31, December
31,December 31,December 31, 1998*
-------------------------------------------------------------------------------------------------
- ---------------------------------------------- ------------------------ ------------
NET ASSET VALUE

OPERATIONS

Net investment loss1 (0.45)a (0.18) (0.46)a (0.14) (0.42)a (0.25) (0.13)a (0.05)

Net realized and unrealized gain on inve12.36ts 5.02 20.28 4.90 8.36 2.12 0.87 0.94
-------------------------------------------------------------------------------------------------

Total from investment operations 11.91 4.84 19.82 4.76 7.94 1.87 0.74 0.89
-------------------------------------------------------------------------------------------------

DIVIDENDS/DISTRIBUTIONS TO SHAREHOLDERS

Net investment income ---- ---- ---- ---- ---- ---- ---- (0.01)

Net realized gains on investments (0.91) ---- (3.04) ---- (0.93) ---- ---- ----
-------------------------------------------------------------------------------------------------

Total dividends/distributions (0.91) ---- (3.04) ---- (0.93) ---- ---- (0.01)
-------------------------------------------------------------------------------------------------

NET ASSET VALUE

End of period $33.39 $22.39 $38.74 $21.96 $31.74 $24.73 $11.33 $10.59
=================================================================================================

TOTAL RETURN 2 53.78% 27.58% 93.30% 27.67% 32.64% 8.18% 6.99% 9.17%
=================================================================================================

RATIOS AND SUPPLEMENTAL DATA

Expenses to average net assets:

After reimbursement/fee waiver 1.75% 1.75%+ 1.75% 1.75%+ 1.85% 1.85%+ 1.55% 1.55%+

Before reimbursement/fee waiver 25.05% 1559.17%+ 31.68% 1554.70%+ 31.24% 1618.88%+ 151.30% 1654.81%+

Net investment (loss), after reimbursem(1.66%) waiv(1.32%)+ (1.50%) (1.05%)+ (1.51%) (1.49%)+ (1.23%) (0.74%)+

Portfolio turnover rate 80% 32% 50% 26% 42% 59% 87% 72%

Net assets, end of period (in thousands) $574 $1 $590 $1 $585 $1 $72 $1

=================================================================================================
</TABLE>

+ Annualized

* Inception (Class M) - June 30, 1998; funds commenced operations on July 1,
1998.

1 Net investment loss is after waiver of fees by the Adviser and reimbursement
of certain expenses by the Administrator (Note 2). If the Adviser had not
waived fees and the Administrator had not reimbursed expenses, net investment
loss per share would have been $(6.73) and $(207.97) for the Aggressive
Growth Fund, $(9.61) and $(203.30) for the Small Company Fund, $(8.59) and
$(269.54) for the Equity Fund, and $(16.23) and $(115.93) for the Value Fund
for the periods ended December 31, 1999 and 1998, respectively.

2 Total return represents aggregate total return for the period indicated and is
not annualized, for periods less than one year. Performance shown does not
include effects of any sales charges.

a Per share net investment loss has been determined on the basis of the average
number of shares outstanding during the period.
<TABLE>
<CAPTION>

Transamerica Premier Transamerica Premier Transamerica Premier Transamerica Premier
Index Fund Balanced Fund Bond Fund Cash Reserve Fund
-------------------------------------------------------------------------------------------------
------------------------
Class M Class M Class M Class M
------------------------
-------------------------------------------------------------------------------------
Year Ended Period EndedYear Ended Period
EndedYear Ended Period EndedYear Ended Period
Ended December 31,December 31,December
31,December 31,December 31, December
31,December 31,December 31, 1998*
-------------------------------------------------------------------------------------------------
- ---------------------------------------------- ------------------------ ------------
NET ASSET VALUE

OPERATIONS

Net investment income1 0.25a 0.16 0.28a 0.14 0.54 0.28 0.04 0.02

Net realized and unrealized gain (loss) o3.44vestment1.41 2.41 1.87 (0.60) 0.21 ---- ----
-------------------------------------------------------------------------------------------------

Total from investment operations 3.69 1.57 2.69 2.01 (0.06) 0.49 0.04 0.02
-------------------------------------------------------------------------------------------------

DIVIDENDS/DISTRIBUTIONS TO SHAREHOLDERS

Net investment income (0.20) (0.24) (0.30) (0.14) (0.55) (0.28) (0.04) (0.02)

Net realized gains on investments (0.75) (0.28) (1.15) (0.62) (0.07) (0.11) ---- ----
-------------------------------------------------------------------------------------------------

Total dividends/distributions (0.95) (0.52) (1.45) (0.76) (0.62) (0.39) (0.04) (0.02)
-------------------------------------------------------------------------------------------------

NET ASSET VALUE

End of period $21.38 $18.64 $20.48 $19.24 $9.74 $10.42 $1.00 $1.00
=================================================================================================

TOTAL RETURN 2 19.94% 8.92% 14.32% 11.22% (0.56%) 4.87% 4.46% 2.35%
=================================================================================================

RATIOS AND SUPPLEMENTAL DATA

Expenses to average net assets:

After reimbursement/fee waiver 0.75% 0.75%+ 1.80% 1.80%+ 1.65% 1.65%+ 0.85% 0.85%+

Before reimbursement/fee waiver 46.84% 2385.32%+ 81.32% 2322.86%+ 276.41% 2292.61%+ 116.76% 2402.67%+

Net investment income, after reimburseme1.25%e waiv1.77%+ 1.41% 1.48%+ 5.61% 5.42%+ 4.66% 4.61%+

Portfolio turnover rate 22% 32% 61% 32% 301% 165% ---- ----

Net assets, end of period (in thousands) $164 $1 $141 $1 $38 $1 $103 $1

=================================================================================================

</TABLE>

+ Annualized

* Inception (Class M) - June 30, 1998; funds commenced operations on July 1,
1998.

1 Net investment loss is after waiver of fees by the Adviser and reimbursement
of certain expenses by the Administrator (Note 2). If the Adviser had not
waived fees and the Administrator had not reimbursed expenses, net investment
loss per share would have been $(9.16) and $(212.42) for the Index Fund,
$(15.74) and $(215.60) for the Balanced Fund, $(25.99) and $(118.62) for the
Bond Fund, and $(1.05) and $(12.07) for the Cash Reserve Fund for the periods
ended December 31, 1999 and 1998, respectively.

2 Total return represents aggregate total return for the period indicated and is
not annualized, for periods less than one year. Performance shown does not
include effects of any sales charges.

a Per share net investment income has been determined on the basis of the
average number of shares outstanding during the period.

<PAGE>

ADDITIONAL INFORMATION AND
ASSISTANCE

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

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

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

SEC file number: 811-9010

Transamerica Securities Sales
Corporation, Distributor

TRS-892-0599

<PAGE>
1

STATEMENT OF ADDITIONAL INFORMATION - MAY 1, 2000

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 is not the
prospectus: it contains information additional to that available in the
Prospectus. Please refer to the Prospectus first, then to this document. Please
read it carefully. Save it for future reference.

ABOUT THE PROSPECTUS

This Statement of Additional Information should be read in connection with the
current Prospectus dated May 1, 2000. The Prospectus is available without charge
from your sales representative.

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
Disclosure Regarding S&P Trademark
Financial Statements..................................................39
Appendix A: Description of Corporate Bond Ratings....................40
Appendix B: Description of Fixed-Income Instruments..................42

INVESTMENT GOALS AND POLICIES

For the calendar year 1999, the portfolio turnover rate for each Fund was: 80%
for the Transamerica Premier Aggressive Growth Fund; 50% for the Transamerica
Premier Small Company Fund; 42% for the Transamerica Premier Equity Fund; 22%
for the Transamerica Premier Index Fund; 87% for the Transamerica Premier Value
Fund; 61% for the Transamerica Premier Balanced Fund; 30% for the Transamerica
Premier High Yield Bond Fund; and 301% 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 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.

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.

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.

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 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.

DIRECTORS AND OFFICERS

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

POSITION HELD WITH
NAME, ADDRESS TRANSAMERICA PRINCIPAL OCCUPATIONS

& AGE INVESTORS, INC. DURING PAST 5 YEAR
- --------------------------------------------------------------------------------
<S> <C> <C>
Richard N. Latzer* Chief Executive President and Chief Executive Officer,
Transamerica Center Officer and Transamerica Investment Services, Inc.; 1150 S.
Olive Street Chairman of the Board Senior Vice President and Chief Investment Los Angeles, CA
90015 Officer for Transamerica Corporation;
Age 40 President and Chief Executive Officer,
Transamerica Realty Services. Chief Exeuctive
Officer, Transamerica Investment Management, LLC.

Gary U. Rolle'* President 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 59 Chief Investment Officer,
Transamerica Investment Services
(TIS); President and Chief Investment
Officer, Transamerica Investment
Management, LLC.

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

Age 64

</TABLE>

No officer, director or employee of Transamerica Investment Management, LLC, or
any of its 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, 1999 the following
shareholders owned 25% or more of the Class A Shares of the indicated Funds:
TRANSAMERICA PERCENT
SHAREHOLDER PREMIER FUND OWNED

CLASS A

<S> <C> <C>
LBS Bank Profit Sharing 401(K) Plan Aggressive Growth Fund Class A 80.07%
12 E. 52nd Street, New York, NY 10022-5308
LBS Bank Profit Sharing 401(K) Plan Small Company Fund Class A 79.21%
12 E. 52nd Street, New York, NY 10022-5308
LBS Bank Profit Sharing 401(K) Plan Equity Fund Class A 40.15%
12 E. 52nd Street, New York, NY 10022-5308
State Street Bank and Trust Equity Fund Class A 26.80%
498 Brentwood Drive, Madison, IN 47250-2903
LBS Bank Profit Sharing 401(K) Plan Value Fund Class A 67.91%
12 E. 52nd Street, New York, NY 10022-5308
State Street Bank and Trust Value Fund Class A 31.88%
498 Brentwood Drive, Madion, IN 47250-2903
LBS Bank Profit Sharing 401(K) Plan Index Fund Class A 99.95%
12 E. 52nd Street, New York, NY 10022-5308
LBS Bank Profit Sharing 401(K) Plan Balanced Fund Class A 60.34%
12 E. 52nd Street, New York, NY 10022-5308
LBS Bank Profit Sharing 401(K) Plan Bond Fund Class A 99.86%
12 E. 52nd Street, New York, NY 10022-5308

As of, 1999 the following shareholders owned 25% or more of the Class M Shares of the indicated Funds:
CLASS M

State Street Bank and Trust Aggressive Growth Fund Class M 31.00%
2606 Wildwood Drive, Jeffersonville, IN 47129-1642
State Street Bank and Trust Small Company Fund Class M 32.10%
2606 Wildwood Drive, Jeffersonville, IN 47129-1642
State Street Bank and Trust Equity Fund Class M 38.16%
2606 Wildwood Drive, Jeffersonville, IN 47129-1642
Dennis East International Inc. Value Fund Class M 38.74%
4 Great Western Road, N. Harwich, MA 02645-2314
Champion Profit Sharing Plan Value Fund Class M 45.68%
6021 N. Gelena Road, Peoria, IL 61614-3603
Warren International Inc. Index Fund Class M 31.19%
302 E. 51st Street, New York, NY 10022-7803
Dennis East International Inc. Index Fund Class M 26.32%
4 Great Western Road, N. Harwich, MA 02645-2314
Dennis East International Inc. Balanced Fund Class M 33.71%
4 Great Western Road, N. Harwich, MA 02645-2314
Champion Profit Sharing Plan Balanced Fund Class M 54.07%
6021 N. Galena Road, Peoria, IL 61614-3603
LBS Bank Profit Sharing 401(K) Plan Cash Reserve Fund Class M 99.96%
12 E. 52nd Street, New York, NY 10022-5308
Dennis East International Inc. Bond Fund Class M 30.37%
4 Great Western Road, N. Harwich, MA 02645-2314
Champion Profit Sharing Plan Bond Fund Class M 53.40%
6021 N. Galena Road, Peoria, IL 61614-3603
Champion Profit Sharing Plan Cash Reserve Fund Class M 75.65%
6021 N. Galena Road, Peoria, IL 61614-3603

In addition, as of, 1999 the following shareholders owned 5% or more of the
Class A and Class M Shares of the indicated equity Funds:

TRANSAMERICA PERCENT
SHAREHOLDER PREMIER FUND OWNED

CLASS A
LBS Bank Profit Sharing 401(K) Plan Aggressive Growth Fund Class A 80.07%
12 E. 52nd Street, New York, NY 10022-5308
State Street Bank and Trust Aggressive Growth Fund Class A 6.51%
498 Brentwood Drive, Madison, IN 47250-2903
State Street Bank and Trust Aggressive Growth Fund Class A 6.51%
498 Brentwood Drive, Madison, IN 47250-2903
LBS Bank Profit Sharing 401(K) Plan Small Company Fund Class A 79.21%
12 E. 52nd Street, New York, NY 10022-5308
State Street Bank and Trust Small Company Fund Class A 6.59%
498 Brentwood Drive, Madison, IN 47250-2903
State Street Bank and Trust Small Company Fund Class A 6.96%
498 Brentwood Drive, Madison, IN 47250-2903
LBS Bank Profit Sharing 401(K) Plan Equity Fund Class A 40.15%
12 E. 52nd Street, New York, NY 10022-5308
State Street Bank and Trust Equity Fund Class A 5.11%
498 Brentwood Drive, Madison, IN 47250-2903
State Street Bank and Trust Equity Fund Class A 26.80%
498 Brentwood Drive, Madison, IN 47250-2903
State Street Bank and Trust Equity Fund Class A 14.26%
498 Brentwood Drive, Madison, IN 47250-2903
LBS Bank Profit Sharing 401K) Plan Value Fund Class A 67.91%
12 E. 52nd Street, New York, NY 10022-5308
State Street Bank and Trust Value Fund Class A 31.88%
498 Brentwood Drive, Madison, IN 47250-2903
LBS Bank Profit Sharing 401(K) Plan Index Fund Class A 99.95%
12 E. 52nd Street, New York, NY 10022-2903
LBS Bank Profit Sharing 401(K) Plan Balanced Fund Class A 60.43%
12 E. 52nd Street, New York, NY 10022-2903
State Street Bank and Trust Balanced Fund Class A 11.15%
498 Brentwood Drive, Madison, IN 47250-2903
State Street Bank and Trust Balanced Fund Class A 22.52%
498 Brentwood Drive, Madison, IN 47250-2903
LBS Bank Profit Sharing 401(K) Plan Bond Fund Class A 99.86%
12 E. 52nd Street, New York, NY 10022-5308
LBS Bank Profit Sharing 401(K) Plan Cash Reserve Fund Class A 99.96%
12 E. 52nd Street, New York, NY 10022-5308

CLASS M
Warren International Inc. Aggressive Growth Fund Class M 14.40%
302 E. 51st Street, New York, NY 10022-7803
Dennis East International Inc. Aggressive Growth Fund Class M 12.16%
4 Great Western Road, N Harwich, MA 02645-2314
State Street Bank and Trust Aggressive Growth Fund Cl.ass M 31.00%
2606 Wildwood Drive, Jeffersonville, IN 47129-1642
Craig A. Bramlett Aggressive Growth Fund Class M 6.47%
1754 Klerner Lane, New Albany, NY 47150-1943
State Street Bank and Trust Aggressive Growth Fund Class M 8.70%
4680 Old Forest Road SW, Corydon, IN 47112-6437
Hometown National Bank Aggressive Growth Fund Class M 6.47%
1754 Klerner Lane, New Albany, NY 47150-1943
Dennis East International Inc. Small Company Fund Class M 5.98%
4 Great Western Road, N. Harwich, MA 02645-2314
Champion Profit Sharing Plan Small Company Fund Class M 12.51%
6021 N. Galena Road, Peoria, IL 61614-3603
International Scientific Products Small Company Fund Class M 5.50%
1 Bridge Street, Irvington, NY 10533-1543
State Street Bank and Trust Small Company Fund Class M 32.10%
2606 Wildwood Drive, Jeffersonville, IN 47129-1642
Craig A. Bramlett Small Company Fund Class M 11.54%
1754 Klerner Lane, New Albany, IN 47150-1943
State Street Bank and Trust Small Company Fund Class M 8.75%
4680 Old Forest Road SW, Corydon, IN 47112-6437
Hometown National Bank Small Company Fund Class M 11.54%
1754 Klerner Lane, New Albany, IN 47150-1943
Dennis East International Inc. Equity Fund Class M 9.73%
4 Great Western Road, N. Harwich, MA 02645-2314
Champion Profit Sharing Plan Equity Fund Class M 12.35%
6021 N. Galena Road, Peoria, IL 61614-3603
State Street Bank and Trust Equity Fund Class M 38.16%
2606 Wildwood Drive, Jeffersonville, IN 47129-1642
State Street Bank and Trust Equity Fund Class M 19.83%
4680 Old Forest Road SW, Corydon, IN 47112-6437
Dennis East Interenational Inc. Value Fund Class M 38.74%
4 Great Western Road, N. Harwich, MA 02645-2314
Wilder Balter/Griffons Retirement and 401(K) Plan Value Fund Class M 9.10%
570 Taxter Road, 6th Floor, Elmsford, NY 10523-2311
Champion Profit Sharing Plan Value Fund Class M 45.68%
6021 N. Galena Road, Peoria, IL 61614-3603
Warren International Inc. Index Fund Class M 31.19%
302 E. 51st Street, New York, NY 10022-7803
Dennis East International Inc. Index Fund Class M 26.32%
4 Great Western Road, N Harwich, MA 02645-2314
Champion Profit Sharing Plan Index Fund Class M 22.39%
6021 N. Galena Road, Peoria, IL 61614-3603
State Street Bank and Trust Index Fund Class M 6.22%
2 Heritage Drive, N. Quincy, MA 02171-2119
Dennis East International Inc. Balanced Fund Class M 33.71%
4 Great Western Road, N. Harwich, MA 02645-2314
Champion Profit Sharing Plan Balanced Fund Class M 54.07%
6021 N. Galena Road, Peoria, IL 6161403603
Transamerica Occidental Life Insurance Co. Equity Fund Class M 8.63%
P.O. Box 512101, Los Angeles, CA 90051-0101
Transamerica Corporation Equity Fund Class M 10.07%
600 Montgomery Street, San Francisco, CA 94111-2702
Charles Schwab & Co Inc. Equity Fund Class M 28.50%
101 Montgomery Street, San Francisco, CA 94104-4122
National Financial Services Equity Fund Class M 7.29%
1 World Trade Center, New York, NY 10048-0202
Dennis East International Inc. Bond Fund Class M 30.37%
4 Great Western Road, N. Harwich, MA 02645-2314
Spain & Spain Profit Sharing & 401(K) Plan Bond Fund Class M 7.82%
671 Route 6, Mahopac, NY 10541-1638
Champion Profit Sharing Plan Bond Fund Class M 53.40%
6021 N. Galena Road, Peoria, IL 61614-3603
Warren International Inc. Cash Reserve Fund Class M 12.23%
302 E. 51st Street, New York, NY 10022-7803
Dennis East International Inc. Cash Reserve Fund Class M 5.83%
4 Great Western Road, N. Harwich, MA 02645-2314
Champion Profit Sharing Plan Cash Reserve Fund Class M 75.65%
6021 N. Galena Road, Peoria, IL 61614-3603

</TABLE>

INVESTMENT ADVISER

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

<S> <C> <C> <C> <C>
Class A, 1998 $5.73 $5.73 $0
Class M, 1998 $7.46 $7.46 $0
Class A, 1999 $3,701 $3,701 $0
Class M, 1999 $1,140 $1,140 $0
Equity Fund
Class A, 1998 $5.45 $5.45 $0
Class M, 1998 $7.18 $7.18 $0
Class A, 1999 $1,589 $1,589 $0
Class M, 1999 $900 $900 $0
Index Fund
Class A, 1998 $1.93 $1.93 $0
Class M, 1998 $1.73 $1.73 $0
Class A, 1999 $1,244 $1,244 $0
Class M, 1999 $205 $205 $0
Small Company Fund
Class A, 1998 $5.49 $5.49 $0
Class M, 1998 $7.47 $7.47 $0
Class A, 1999 $3,140 $3,140 $0
Class M, 1999 $893 $893 $0
Value Fund
Class A, 1998 $4.06 $4.06 $0
Class M, 1998 $6.25 $6.25 $0
Class A, 1999 $353 $353 $0
Class M, 1999 $156 $156 $0
Balanced Fund
Class A, 1998 $5.00 $5.00 $0
Class M, 1998 $4.45 $4.45 $0
Class A, 1999 $1,479 $1,479 $0
Class M, 1999 $293 $293 $0
Bond Fund
Class A, 1998 $3.52 $3.52 $0
Class M, 1998 $3.61 $3.61 $0
Class A, 1999 $754 $754 $0
Class M, 1999 $68 $68 $0
High Yield Bond Fund
Class A, 1998 $0
Class M, 1998 $0
Class A, 1999 $0
Class M, 1999 $412,159 ($30,880.63) $381,279
Cash Reserve Fund
Class A, 1998 $1.77 $1.77 $0
Class M, 1998 $1.77 $1.77 $0
Class A, 1999 $2,840 $2,840 $0
Class M, 1999 $93 $93 $0

- ---------------------------------------------------- ------------------- ------------------- ----------------
</TABLE>

ADMINISTRATOR

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 fees are described in full in the prospectus. During 1999 TSSC received
$9,062.98 and $3,064.21, respectively, in 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.

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: 1)
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
3) 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.
<TABLE>
<CAPTION>

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
- --------------------------------------------------------------------
<S> <C> <C>
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
</TABLE>

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.

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

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

Over the last three fiscal years all classes of 1999 1998 1997
the Funds have paid the following brokerage
commissions:

TRANSAMERICA PREMIER FUND

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

- ------------------------------------------------- --------------- ---------------- -------------- -------
</TABLE>

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.

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.

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)

CLASS A - AVERAGE ANNUAL TOTAL RETURNS (AS OF 12/31/98)
1 5 10 SINCE INCEP-

4.35% 3/31/98

Transamerica Premier Balanced Fund 8.47% - - 20.71% 10/2/95
Transamerica Premier High Yield Bond Fund* - - - -

6/30/98

Transamerica Premier Bond Fund --4.96% - - 4.51% 10/2/95
Transamerica Premier Cash Reserve Fund 4.68% - - 4.98% 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 52.25% - - 62.96% 6/30/97
Transamerica Premier Small Company Fund 91.37% - - 78.84% 6/30/97
Transamerica Premier Equity Fund 31.31% - - 31.81% 10/2/95
Transamerica Premier Index Fund 18.74% - - 25.11% 10/2/95
Transamerica Premier Value Fund* 5.92% - -

6.77% 3/31/98

Transamerica Premier Balanced Fund 13.18% - - 21.67% 10/2/95
Transamerica Premier High Yield Bond Fund* - - - -

6/30/98

Transamerica Premier Bond Fund -1.56% - - 5.22% 10/2/95
Transamerica Premier Cash Reserve Fund 4.46% - - 4.72% 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>

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 7-day Current Yield as of
12/31/99: Class A = 5.25%; Class M = 5.03% 7-day Effective Yield as of 12/31/99:
Class A = 5.39%; Class M = 5.16%

In addition, the Company may from time to time advertise its performance
relative to certain indexes and benchmark investments, including:

o 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);
o 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);
o the Consumer Price Index published by the U.S. Bureau of Labor
Statistics (which measures changes in the
price of goods and services);
o Stocks, Bonds, Bills and Inflation published by Ibbotson Associates (which
provides historical performance figures for stocks, government securities
and inflation);
o the Hambrecht & Quist Growth Stock Index;
o the NASDAQ OTC Composite Prime Return;
o the Russell Midcap Index;
o the Russell 2000 Index;
o the ValueLine Composite;
o the Wilshire 5000 Index;
o 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);
o 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);
o the S&P Bond indexes (which measure yield and price of corporate,
municipal and U.S. government bonds);
o the J.P. Morgan Global Government Bond Index;
o 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);
o 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;
o the FT-Actuaries Europe and Pacific Index;
o 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
o 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.

DISCLOSURE REGARDING S&P TRADEMARK

FINANCIAL STATEMENTS

The audited Annual Report for the fiscal year ended December 31, 1999 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.

<PAGE>
PART C

Other Information

Item 23. Exhibits

(a) Form of Articles Supplementary of Transamerica Investors, Inc.
1/5/6/12/13

(b) Amended Bylaws of Transamerica Investors, Inc. 2/5/17

(d) Form of Investment Advisory and Administrative Services Agreement
between Transamerica Investors, Inc. and Transamerica Investment
Services, Inc. 2/5/13/17

(e) Form of Distribution Agreement between Transamerica Investors
Inc., and Transamerica Securities Sales Corporation ("TSSC")
2/13/17

(f) Bonus and Profit Sharing: N/A

(g) Form of Custodian Agreement between Transamerica Investors, Inc.
and State Street Bank and Trust Company. 2/

Form of Sub-Custodian Agreement between State Street Bank and Trust
Company and State Street London Limited. 2/

Form of Disclosure Statement and Custodial Account Agreement for
Transamerica Investors IRA. 2/

(h) Other Material Agreements:

Form of Selling Agreement between TSSC and Transamerica Financial
Resources, Inc.2/

Form of Operating Agreement between Transamerica Investors, Inc. and
Charles Schwab & Co.2/

Transfer Agency Agreement between Transamerica Investors, Inc. and
Boston Financial Data Services.2/

Subscription Agreement. 2/

(i) Opinion and Consent of Counsel. 6/

(j) Auditors Consent. 15/ 16/ 17/

(k) No financial statements are omitted from Item 22.

(l) Initial Capital Agreements: N/A

(m) (i) Form of Plan of Distribution Pursuant to Rule 12b-1.2/17

(a) Investor Shares.
(1) Transamerica Premier Equity Fund (2) Transamerica
Premier Index Fund (3) Transamerica Premier Bond Fund
(4) Transamerica Premier Balanced Fund (5)
Transamerica Premier Short-Term Government Fund (6)
Transamerica Premier Cash Reserve Fund

(b) Adviser Shares.
(1) Transamerica Premier Equity Fund (2) Transamerica
Premier Index Fund (3) Transamerica Premier Bond Fund (4)
Transamerica Premier Balanced Fund (5) Transamerica
Premier Short-Term Government Fund (6) Transamerica
Premier Cash Reserve Fund

(ii) Premier Aggressive Growth Fund 5/
Premier Small Company Fund 5/
(iii) Premier High Yield Bond Fund (11)
(iv) Premier Value Fund 13/

(c) Class A Shares:13/17
(1) Transamerica Premier Equity Fund
(2) Transamerica Premier Index Fund
(3) Transamerica Premier Bond Fund
(4) Transamerica Premier Balanced Fund
(5) Transamerica Premier Cash Reserve Fund
(6) Premier Aggressive Growth Fund
(7) Premier Small Company Fund
(8) Premier High Yield Bond Fund
(9) Premier Value Fund

(d) Class M Shares:13/17
(2) Transamerica Premier Equity Fund
(2) Transamerica Premier Index Fund
(3) Transamerica Premier Bond Fund
(4) Transamerica Premier Balanced Fund
(5) Transamerica Premier Cash Reserve Fund
(10) Premier Aggressive Growth Fund
(11) Premier Small Company Fund
(12) Premier High Yield Bond Fund
(13) Premier Value Fund

(n) Financial Data Schedule. 6/12

(o) Form of Multi-Class Plan Pursuant to Rule 18f-3. 2/13

(p) Powers of Attorney. 2/5/17

1/ Filed with initial registration statement on April 3, 1995.

2/ Filed with Pre-Effective Amendment No. 1 to this registration
statement on August 29, 1995.

3/ Filed with Pre-Effective Amendment No. 2 to this registration statement on
September 18, 1995.

4/ Filed with Post-Effective Amendment No. 1 to this registration statement on
April 2, 1996.

5/ Filed with Post-Effective Amendment No. 2 to this registration statement on
April 11, 997.

6/ Filed with Post-Effective Amendment No. 3 to this registration statement on
April 28, 1997.

7/ Filed with Post-Effective Amendment No. 4 to this registration statement on
June 26, 1997.

8/ Filed with Post-Effective Amendment No. 5 to this registration statement on
July 1, 1997.

9/ Filed with Post-Effective Amendment No. 6 to this registration statement on
December 31, 1997.

10/ Filed with Post-Effective Amendment No. 7 to this registration statement on
January 14, 1998.

11/ Filed with Post-Effective Amendment No. 8 to this registration statement on
February 3, 1998.

12/ Filed with Post-Effective Amendment No. 9 to this registration statement on
March 31, 1998.

13/ Filed with Post-Effective Amendment No. 10 to this registration statement on
April 29, 1998.

14/ Filed with Post-Effective Amendment No. 11 to this registration statement on
June 24, 1998.

15/ Filed with Post-Effective Amendment No. 12 to this registration statement on
December 30, 1998.

16/ Filed with Post Effective Amendment No. 14 to this registration statement on
April 13, 1999.

17/ Filed herewith.

Item 24. Person Controlled by or Under Common Control With the Registrant.

The Registrant, Transamerica Investors, Inc., is controlled by
Transamerica Occidental Life Insurance Company ("Transamerica Occidental"), a
wholly-owned subsidiary of Transamerica Insurance Corporation of California,
which, in turn is a wholly-owned subsidiary of Transamerica Corporation, a
subsidiary of AEGON N.V.

<PAGE>

The following charts indicate the persons controlled by or under common control
with Transamerica Corporation and AEGON N.V.

TRANSAMERICA CORPORATION AND SUBSIDIARIES
WITH STATE OR COUNTRY OF INCORPORATION
Transamerica Corporation
(Common Parent Corporation)
Inter-America Corporation
Transamerica Corporation (Oregon)
Transamerica LP Holdings Corporation
Transamerica Finance Corporation
Transamerica HomeFirst, Inc. (Common)
Transamerica HomeFirst, Inc. (Preferred)
TREIC Enterprises, Inc.
Transamerica CBO I, Inc.
Transamerica International Holdings, Inc.
Transamerica Financial Products, Inc.
Pyramid Insurance Company Ltd. (Common)
Pyramid Insurance Company Ltd. (Preferred)
RTI Holdings, Inc. (dormant)
Transamerica Business Technologies Corporation
ARC Reinsurance Corporation
Transamerica Management, Inc.
Transamerica Intellitech, Inc.
Realist, Inc.
Transamerica Home Loan
Transamerica Lending Company
Transamerica Insurance Corporation of California
Arbor Life Insurance Company
Plaza Insurance Sales, Inc.
Transamerica International Insurance Services, Inc.
Transamerica Annuity Service Corporation
Transamerica Advisors, Inc.
Transamerica Securities Sales Corporation
Transamerica Products, Inc.
Transamerica Products I, Inc.
Transamerica Products II, Inc.
NEF Investment Company
Greenwich Potomac Holding Corporation
Transamerica Products IV, Inc.
Transamerica Service Company
Transamerica South Park Resources, Inc.
Transamerica Financial Resources Insurance Agency
Of Alabama, Inc.
Transamerica Financial Resources Insurance Agency
Of Massachusetts, Inc.
USA Administration Services, Inc.
Financial Resources Insurance Agency of Texas
Transamerica Financial Resources, Inc.
Gemini Investments, Inc.
Transamerica Senior Properties, Inc.
Transamerica Senior Living, Inc.
Transamerica Investment Services, Inc.
TA Leasing Holding Co., Inc.
Transamerica Leasing Inc.
Intermodal Equipment Inc.
Transamerica Distribution Services Inc.
Transamerica Transport Inc.
Transamerica Leasing Holdings Inc.
Transamerica Trailer Holdings I, Inc.
Transamerica Trailer Holdings II, Inc.
Transamerica Trailer Holdings III, Inc.
Trans Ocean Ltd.
Trans Ocean Container Finance Corp.
Trans Ocean Container Corp.
Trans Ocean Tank Services Corp.
SpaceWise, Inc.
Trans Ocean Regional Corporate Holdings
Trans Ocean Management Corp.
Greybox Logistics Services, Inc.
Transamerica Commercial Finance Corporation, I
Pacific Agency, Inc. (Indiana)
Transamerica Consumer Mortgage Receivables Corporation
Transamerica Mortgage Company
Transamerica Consumer Finance Holding Company
Metropolitan Mortgage Company
Easy Yes Mortgage, Inc. (Florida) (dormant)
Easy Yes Mortgage, Inc. (Georgia) (dormant)
First Florida Appraisal Services, Inc. (dormant)
First Georgia Appraisal Services, Inc. (dormant)
Freedom Tax Services, Inc. (dormant)
J.J. & W. Advertising, Inc. (dormant)
J.J. & W. Realty Services, Inc. (dormant)
Liberty Mortgage Company of Fort Myers, Inc. (dormant)
Metropolis Mortgage Company (dormant)
Perfect Mortgage Company (dormant)
TCF Asset Management Corporation
BWAC Twelve, Inc.
Transamerica Commercial Finance Corporation
BWAC International Corporation
BWAC Credit Corporation
BWAC Seventeen, Inc.
BWAC Twenty-One, Inc.
Transamerica GmbH, Inc.
Transamerica Insurance Finance Corporation Transamerica Insurance Finance
Corporation of California Transamerica Business Credit Corporation (Common)
Transamerica Business Credit Corporation (Preferred) Transamerica Insurance
Finance Company (Europe) Transamerica Inventory Finance Corporation Transamerica
Joint Ventures, Inc.
The Plain Company
Direct Capital Equity Investments, Inc. Transamerica Distribution Finance
Corporation Transamerica Retail Financial Services Corporation Transamerica
Vendor Financial Services Corporation TIFCO Lending Corporation TA Air I,
Corporation TA Air II, Corporation TA Air III, Corporation TA Air IV,
Corporation TBC I, Inc.
TBC II, Inc.
TBC III, Inc.
Transamerica Accounts Holding Corporation
TBC IV, Inc.
TBC V, Inc.
TA Air East, Corporation
TBC Tax I, Inc.
TBC Tax II, Inc.
TBC Tax III, Inc. TBC Tax IV, Inc. TBC Tax V, Inc. TBC Tax VI, Inc. TBC Tax VII,
Inc. TBC Tax VIII, Inc. TBC Tax IX, Inc.
Bay Capital Corporation
Gulf Capital Corporation
Coast Funding Corporation
Inventory Funding Trust (Delaware Trust, 1997 Form 8832)
Transamerica Bank N.A.
TBCC Funding Trust I (Delaware Trust, 1998 Form 8832) TBCC Funding Trust II
(Delaware Trust, 1998 Form 8832) TA Air V, Corporation TA Air VI, Corporation TA
Air VII, Corporation TA Air VIII, Corporation Transamerica Equipment Financial
Services Corporation
Transamerica Mezzanine Financing, Inc.
Transamerica Small Business Services, Inc.
Transamerica Distribution Finance - Overseas, Inc.
TA Marine I, Inc.
TA Marine II, Inc. TA Air IX, Corporation TA Air X, Corporation TBC VI, Inc.
Emergent Business Capital Holdings, Inc. TA Air XI Corporation Transamerica
Business Advisory Group, Inc. TA Air XII Corporation TA Air XIII Corporation TA
Air XIV Corporation TA Air XV Corporation Transamerica Realty Services, Inc.
Pyramid Investment Corporation The Gilwell Company Bankers Mortgage Company of
California Transamerica Minerals Company Transamerica Oakmont Corporation
Ventana Inn, Inc.
Transamerica Affordable Housing, Inc.
Transamerica Occidental Life Insurance Company
Transamerica Life Insurance & Annuity Company
Transamerica Assurance Company
Transamerica Life Insurance Company of New York
Transamerica Pacific Insurance Company, Ltd.
Transamerica International Re (Bermuda) Ltd.
Transamerica International Re (Bermuda) Ltd.

*Designates INACTIVE COMPANIES
A Division of Transamerica Corporation
Limited Partner; Transamerica Corporation is General Partner

VERENGING AEGON - Netherlands Membership Association
AEGON N.V. - Netherlands corporation (51.16%)
Transamerica Corporation and subsidiaries (100%) (DE) AEGON Nederland N.V. -
Netherlands corporation (100%) AEGON NEVAK HOLDING B.V. - Netherlands
corporation (100%) GRONINGER FINANCIERINGEN B.V. - Netherlands corporation
(100%) AEGON INTERNATIONAL N.V. - Netherlands corporation (100%)
Voting Trust - (Trustees - K.J. Storm, Donald J. Shepard, H.B. Van Wijk,
Dennis Hersch)(DE)
AEGON U.S. Holding Corporation (DE) (100%)
Short Hills Management Company (NJ) (100%) CORPA
Reinsurance Company (NY) (100%) AEGON Management
Company (IN) (100%) RCC North America Inc. (DE)
(100%)

AEGON USA, Inc. - holding co. (IA) (100%)
AEGON Funding Corp. (DE) (100%)
First AUSA Life Insurance Company - insurance
holding co. (MD) (100%) AUSA Life Insurance Company, Inc. -
insurance (NY) (82.33%) Life Investors Insurance Company of America
- insurance (IA) (100%)
Bankers United Life Assurance Company - insurance (IA) (100%)
Great American Insurance Agency, Inc. (IA) (100%)
Life Investors Alliance, LLC (DE) (100%)
PFL Life Insurance Company - insurance (IA) (100%) AEGON Financial
Services Group, Inc. (MN) (100%) AEGON Assignment Corporation of
Kentucky (KY) (100%) AEGON Assignment Corporation (IL) (100%)
Southwest Equity Life Insurance Company - insurance (AZ) (100%
Voting Common) Iowa Fidelity Life Insurance Company - insurance
(AZ) (100% Voting Common) Western Reserve Life Assurance Co. of
Ohio - insurance (OH) (100%) WRL Investment Management, Inc. -
investment adviser (FL) (100%) WRL Investment Services, Inc. -
transfer agent (FL)(100%) WRL Series Fund, Inc. - mutual fund (MD)
ISI Insurance Agency, Inc. and subsidiaries (CA) (100%) AEGON
Equity Group, Inc. (FL) (100%) Monumental General Casualty Company
- insurance (MD) (100%) United Financial Services, Inc. - general
agency (MD) (100%) Bankers Financial Life Insurance Company -
insurance (AZ) The Whitestone Corporation - insurance agency (MD)
(100%) Cadet Holding Corp. - holding company (IA) (100%) Monumental
General Life Insurance Company of Puerto Rico (PR) (51%)

AUSA Holding Company - holding company (MD) (
100%)
Monumental General Insurance Group, Inc. - holding company (MD)
(100%)
Monumental General Administrators, Inc. (MD) (100%)
Executive Management and Consultant Services, Inc. - consulting
services (MD)
(100%)
Trip Mate Insurance Agency, Inc. (KS) (100%)
Monumental General Mass Marketing, Inc. - marketing (MD) (100%)
AUSA Financial Markets, Inc. - marketing (IA) (100%)
Endeavor Group (CA) (100%)
Endeavor Management Company (CA) (100%)
Universal Benefits Corporation - third party administrator (IA)
(100%) Investors Warranty of America, Inc. - provider of automobile
extended maintenance
contracts (IA) (100%)
Massachusetts Fidelity Trust Company - trust company (IA) (100%)
Money Services, Inc. - financial counseling for employees and
agents of affiliated
companies (DE) (100%)
ORBA Insurance Services, Inc. (CA) (10.56%)
Zahorik Company, Inc. - broker-dealer (CA) (100%)
ZCI, Inc. (AL) (100%)
Long, Miller & Associates, L.L.C. (CA) (33-1/3%)
AEGON Asset Management Services, Inc. (DE) (100%)
InterSecurities, Inc. - broker-dealer (DE) (100%)
Associated Mariner Financial Group, Inc. - holding company
(MI) (100%)
Mariner Financial Services, Inc. - broker/dealer (MI)
(100%)
Associated Mariner Agency of Hawaii, Inc. - insurance
agency (MI) (100%)
Associated Mariner Agency of New Mexico, Inc. (MI) (100%)
Idex Investor Services, Inc. - shareholder services (FL) (100%)
Idex Management, Inc. - investment adviser (DE) (100%)
IDEX Mutual Funds - mutual fund (MA)
Diversified Investment Advisors, Inc. - investment adviser (DE)
(100%)
Diversified Investors Securities Corporation - broker-dealer
(DE) (100%)
AEGON USA Securities, Inc. - broker-dealer (IA) (100%)
AEGON USA Managed Portfolios, Inc. - mutual fund (MD)
Creditor Resources, Inc. - credit insurance (MI) (100%)
CRC Creditor Resources Canadian Dealer Network Inc. - insurance
agency (Canada)
(100%)
Weiner Agency, Inc. (MD) (100%)
AEGON USA Investment Management, Inc. - investment adviser (IA)
(100%)
AEGON USA Realty Advisors, Inc. - real estate investment services
(IA) (100%)
QSC Holding, Inc. (DE) (100%)
Landauer Realty Advisors, Inc. - real estate counseling (IA)
(100%)
Landauer Associates, Inc. - real estate counseling (DE) (100%)
Landauer Realty Associates, Inc. (TX) (100%)
Realty Information Systems, Inc. - information systems for real
estate investment
management (IA) (100%)
USP Real Estate Investment Trust - real estate investment trust
(IA) RCC Properties Limited Partnership (IA)

Item 25. Indemnification

Transamerica Investors' Bylaws provide in Article VII as follows:

Section 1. OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND OTHERS. The
Corporation shall indemnify its Officers, Directors, employees and agents and
any person who serves at the request of the Corporation as a Director, Officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise as follows:

(a) Every person who is or has been a Director, Officer, employee or
agent of the Corporation and persons who serve at the Corporation's
request as Director, Officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise shall be
indemnified by the Corporation to the fullest extent permitted by law
against liability and against all expenses reasonably incurred or paid
by him or her in connection with any debt, claim, action, demand, suit,
proceeding, judgment, decree, liability or obligation of any kind in
which he or she becomes involved as a party or otherwise by virtue of
his or her being or having been a Director, Officer, employee or agent
of the Corporation or of another employee or agent of the Corporation
or of another corporation, partnership, joint venture, trust or other
enterprise at the request of the Corporation and against amounts paid
or incurred by him or her in the settlement thereof.

(b) The words "claim," "action," "suit" or "proceeding" shall apply to
all claims, actions, suits or proceedings (civil, criminal,
administrative, legislative, investigative or other, including
appeals), actual or threatened, and the words "liability" and
"expenses" shall include, without limitation, attorneys' fees, costs,
judgments, amounts paid in settlement, fines, penalties and other
liabilities.

(c) No indemnification shall be provided hereunder to a Director,
Officer, employee or agent against any liability to the Corporation or
its shareholders by reason of willful misfeasance, active and
deliberate dishonesty, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.

(d) The rights of indemnification herein provided may be insured
against by policies maintained by the Corporation, shall be severable,
shall not affect any other rights to which any Director, Officer,
employee or agent may now or hereafter be entitled, shall continue as
to a person who has ceased to be such Director, Officer, employee or
agent and shall insure to the benefit of the heirs, executors and
administrators of such a person.

(e) In the absence of a final decision on the merits by a court or
other body before which such proceeding was brought, an indemnification
payment will not be made, except as provided in paragraph (f) of this
Section 1, unless in the absence of such a decision, a reasonable
determination based upon a factual review has been made: (1) by a
majority vote of a quorum of non-party Directors who are not
"interested persons" of the Corporation as defined in Section 2(a)(19)
of the Investment Company Act of 1940; (2) by independent legal counsel
approved by the Board of Directors in a written opinion that the
indemnitee was not liable for an act of willful misfeasance, bad faith,
gross negligence or reckless disregard of duties; or (3) by the
shareholders.

(f) The Corporation further undertakes that advancement of expenses
incurred in the defense of a proceeding by an Officer, Director, or
controlling person of the Corporation in advance of the final
disposition of the proceeding (upon receipt by the Corporation of: (a)
a written affirmation by the Officer, Director, or controlling person
of the Corporation of that person's good faith belief that the standard
of conduct necessary for indemnification by the Corporation as
authorized in the Maryland General Corporation Law has been met; and
(b) a written undertaking by or on behalf of such person to repay the
amount if it shall ultimately be determined that the standard of
conduct as stated above has not been met) will not be made absent the
fulfillment of at least one of the following conditions: (1) the
Corporation is insured against losses arising by reason of any lawful
advances; or (2) a majority of a quorum of disinterested, non-party
Directors or independent legal counsel in a written opinion makes a
factual determination that there is a reason to believe the indemnitee
will be entitled to indemnification.

Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling person of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by the director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

The directors and officers of Transamerica Investors, Inc. are covered
under a Directors and Officers liability program which includes direct coverage
to directors and officers and corporate reimbursement to reimburse the Company
for indemnification of its directors and officers. Such directors and officers
are indemnified for loss arising from any covered claim by reason of any
Wrongful Act in their capacities as directors or officers. In general, the term
"loss" means any amount which the insureds are legally obligated to pay for a
claim for Wrongful Acts. In general, the term "Wrongful Acts" means any breach
of duty, neglect, error, misstatement, misleading statement or omission caused,
committed or attempted by a director or officer while acting individually or
collectively in their capacity as such, claimed against them solely by reason of
their being directors and officers. The limit of liability under the program is
$5,000,000 2/1/98 to 2/1/99. The primary policy under the program is with ICI
Mutual Insurance Company.

Item 26. Business and Other Connections of the Investment Adviser:

Transamerica Investment Management, LLC ("TIM") and Transamerica Investment
Services, Inc. (the "Sub-Adviser") are registered investment advisers. TIM is a
contolled by TIS, which in turn is a wholly-owned subsidiary of Transamerica
Corporation, a subsidiary of AEGON N.V.

Information as to the officers and directors of the Adviser is included in its
Form ADV last filed in March 2000 with the Securities and Exchange Commission
(registration number 801-7740) and is incorporated herein by reference.

Item 27. Principal Underwriter

(a) Transamerica Securities Sales Corporation ("TSSC") serves as the
principal underwriter of shares of the Funds.

(b) TSSC is the principal underwriter for the Registrant.
Transamerica Financial Resources, Inc.
("TFR") will also distribute shares of the funds. Set forth below is a list
of the directors and officers of
TSSC and TFR and their positions with the Registrant.

NAME AND PRINCIPAL POSITIONS AND OFFICE POSITIONS
BUSINESS ADDRESS* WITH TSSC WITH REGISTRANT

Nooruddin Veerjee Chairman and Director None
Dan S. Trivers Senior Vice President None
Nicki Bair President and Director None
Sandra Brown Senior Vice President, Treasurer
and Director Assistant Vice President
George Chuang Vice President and Chief Financial Officer None
Roy Chong-Kit Director None
Christopher W. Shaw Assistant Vice President and Chief
Compliance Officer None

* The principal business address for each officer and director is 1150
South Olive, Los Angeles, CA 90015.

NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS
BUSINESS ADDRESS* WITH TFR WITH
REGISTRANT

Nooruddin S. Veerjee Chairman and Director None
Sandra Brown President, Chief Operating None
Officwe and Director
Regina M. Fink Secretary and Counsel None
Monica Suryapranata Treasurer None
Dan Trivers Vice President, None
Ken Kilbane Director None
William Tate** Director None

* The principal business address for each officer and director is 1150
South Olive, Los Angeles, CA 90015.

** The principal business address for this director is 1100 Walnut Street,
Kansas City, Missouri 64106.

Item 28. Location and Accounts and Records

All accounts and records required to be maintained by Section 31(a) of
the 1940 Act and the rules promulgated thereunder are maintained at the offices
of:

Registrant, located at 1150 South Olive, Los Angeles, California 90015-2211;
State Street Bank and Trust Company, Registrant's custodian, located at 225
Franklin Street, Boston, Massachusetts 02110; and Boston Financial Data
Services, Inc., a subsidiary of State Street, located at 2 Heritage Drive,
Quincy, Massachusetts 02171.

Item 29. Management Services

All management contracts are discussed in Parts A or B.

<PAGE>

Items 30. Undertakings

(a) Not Applicable.

(b) Registrant undertakes that it will file a post-effective amendment, using
financial statements of a reasonably current date which need not be certified,
within four to six months from the commencement of operations of the Funds.

(c) Registrant hereby undertakes to furnish each person to whom a prospectus
is delivered with a copy of its most recent annual report to shareholders, upon
request and without charge.

(d) Registrant hereby undertakes to call for a meeting of shareholders for the
purpose of voting upon the question of removal of one or more of the directors
if requested to do so by the holders of at least 10% of a Fund's outstanding
shares, and to assist in communication with other shareholders as required by
Section 16(c).

<PAGE>

C-14

<PAGE>

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, Transamerica Investors, Inc. certifies that it meets the requirements of
Securities Act Rule 485(b) for effectiveness of this Registration Statement and
has caused this Registration Statement to be signed on its behalf in the City of
Los Angeles and State of California on the 28 day of April , 2000

TRANSAMERICA INVESTORS, INC.

By: _______________________________
Richard M. Latzer, Chairman*

As required by the Securities Act of 1933, this Post-Effective Amendment
No. 15 to the Registration Statement has been signed by the following persons in
the capacities and on the date indicated.

Signatures Titles Date

______________________* Chairman of the Board April 28, 2000
Richard N. Latzer
______________________* Treasurer April 28, 2000
William T. Miller
______________________* Director April 28,2000
Sidney E. Harris
______________________* Director April 28, 2000
Charles C. Reed
______________________ * Director April 28, 2000
Carl R. Terzian

By: /s/Regina M. Fink On April 28, 2000 as Attorney-in-Fact pursuant to
powers of attorney filed herewith.

<PAGE>

Exhibit 23(b) Bylaws

<PAGE>

Amended 11/5/99
TRANSAMERICA INVESTORS, INC.

BYLAWS

ARTICLE I

MEETING OF SHAREHOLDERS

Section 1. ANNUAL MEETINGS. The Corporation is not required to hold an
annual meeting each year. An annual meeting of shareholders shall be held only
in those years in which the election of Directors is required to be acted on
under the Investment Company Act of 1940. At each such meeting, any other proper
business within the power of shareholders may be transacted. Such annual meeting
shall be held on a date and at a time designated by the Board of Directors. If
the Corporation is required to hold a meeting of shareholders to elect
Directors, such meeting shall be designated an annual meeting and shall be held
on such date no later than 120 days after the occurrence of the event requiring
the meeting.

Section 2. SPECIAL MEETINGS. Special meetings of shareholders may be
called by the President or by the Board of Directors. Special meetings of
shareholders may also be called by the Secretary on the written request of
shareholders entitled to cast at least 10 percent of all the votes entitled to
be cast at the meeting. Any such request shall state the purposes of the
proposed meeting. The Secretary shall inform such shareholders of the reasonably
estimated cost of preparing and mailing such notice of the meeting, and upon
payment to the Corporation of such costs, the Secretary shall give notice
stating the purpose or purposes of the meeting. No special meeting need be
called upon the request of the holders of less than a majority of all the votes
entitled to be cast at such meeting to consider any matter that is substantially
the same as a mater voted upon at any special meeting of the shareholders held
during the preceding twelve months.

Section 3. PLACE OF MEETINGS. All meetings of the shareholders shall be
held at such place within or without the State of Maryland as may be fixed by
the party or parties making the call as stated in the notice thereof.

<PAGE>

Section 4. NOTICE. Not less than ten nor more than ninety days before
the date of every annual or special meeting of shareholders the Secretary or an
Assistant Secretary shall give to each shareholder of record notice of such
meeting either by mail or by presenting it to him or her personally or by
leaving it at his or her residence or usual place of business. Such notice shall
be deemed to have been given when deposited in the mail for delivery to the
shareholder at the shareholder's address appearing on the books of the
Corporation. It shall not be necessary to set forth the business proposed to be
transacted in the notice of any annual meeting except that any proposal to amend
the Articles of Incorporation of the Corporation shall be set forth in such
notice. Notice of a special meeting shall state the purpose or purposes for
which it is called.

Section 5. QUORUM. At all meetings of the shareholders (including
meetings of shareholders of a particular series), the presence in person or by
proxy of shareholders entitled to cast a majority in number of votes shall be
necessary to constitute a quorum for the transaction of business. In the absence
of a quorum at any meeting, a majority of those shareholders present in person
or by proxy may adjourn the meeting from time to time to be held at the same
place without further notice than by announcement to be given at the meeting
until a quorum, as above defined shall be present, whereupon any business may be
transacted which might have been transacted at the meeting originally called had
the same been held at the time so called.

Section 6. VOTING. A majority of the votes cast at a meeting of
shareholders, duly called and at which a quorum is present, shall be sufficient
to take or authorize action upon any matter which may properly come before the
meeting, unless more than a majority of the votes cast is required by statute or
by the Articles of Incorporation. At all meetings of shareholders, each
shareholder shall be entitled to one vote or fraction thereof for each share
standing in the shareholder's name on the books of the Corporation on the date
for the determination of shareholders entitled to vote at such meeting. On any
matter submitted to a vote of shareholders, all shares of the Corporation then
issued and outstanding entitled to vote shall be voted in the aggregate and not
by class or by series except that (1) when otherwise expressly required by the
Maryland General Corporation Law or the Investment Company Act of 1940, shares
shall be voted by individual class or series and (2) only shares of the
respective series or class are entitled to vote on matters concerning only that
series or class.

<PAGE>

Section 7. PROXIES. Any shareholder entitled to vote at any meeting of
shareholders may vote either in person or by proxy, but no proxy which is dated
more than eleven months before the meeting named therein shall be accepted.
Every proxy shall be in writing subscribed by the shareholder or the
shareholder's duly authorized attorney and dated, but need not be sealed,
witnessed or acknowledged. All proxies shall be filed with the Secretary or an
Assistant Secretary of the Corporation or if the meeting shall so decide, by the
Secretary of the meeting. All proxies shall be deemed valid unless challenged at
or prior to its exercise with the burden to prove invalidity resting on the
challenger. At all meetings of shareholders, all questions relating to the
qualification of voters and the validity of proxies and the acceptance or
rejection of votes shall be decided by the Chairperson of the meeting.

Section 8. INFORMAL ACTION BY SHAREHOLDERS. Any action required or
permitted to be taken at any meeting of shareholders may be taken without a
meeting, if a consent in writing, setting forth such action is signed by each
shareholder entitled to vote on the subject matter thereof, each shareholder
entitled to notice of the meeting but not entitled to vote at it signs a written
waiver of any right to dissent and such consents and waivers are filed with the
records of the Corporation.

Section 9. PRESIDING OFFICER. Shareholders meetings shall be presided
over by a Chairperson of the meeting who shall be the Chairperson of the Board
of Directors, or if he or she is not present, by the President of the
Corporation, or if he or she is not present, by an Officer or Director appointed
by the President.

ARTICLE II

BOARD OF DIRECTORS

Section 1. POWERS IN GENERAL. The Board of Directors shall have control
and management of the affairs, business and properties of the Corporation. The
Board of Directors shall have and exercise in the name of the Corporation and on
behalf of the Corporation all the rights and privileges legally exercisable by
the Corporation except as otherwise provided by law, the Articles of
Incorporation or these Bylaws.

Section 2. POWER TO AUTHORIZE ISSUANCE OF SHARES. The Board of
Directors is empowered to authorize the issuance from time to time of shares of
the Corporation, whether now or hereafter authorized; provided, however, that
the consideration per share to be received by the Corporation upon the issuance
or sale of any shares shall be the net asset value per share determined in
accordance with the requirements of the Investment Company Act of 1940 and the
applicable rules and regulations of the Securities and Exchange Commission and
in conformity with generally accepted accounting practices and principles.

<PAGE>

Section 3. POWER TO DECLARE DIVIDENDS. The Board of Directors is
expressly authorized to determine in accordance with generally accepted
accounting principles and practices what constitutes net profits, earnings,
surplus or net assets in excess of capital, and to determine what accounting
periods shall be used by the Corporation for any purpose, whether annual or any
other period, including daily; to set apart out of any funds of the Corporation
such reserves for such purposes as it shall determine and to abolish the same;
to declare and pay dividends and distributions on any series by means of a
formula or other method of determination, at meetings held less frequently than
the frequency of the effectiveness of such declarations; to establish payment
dates for dividends or any other distributions on any basis, including dates
occurring less frequently than the effectiveness of declarations thereof; and to
provide for the payment of declared dividends on a date earlier or later than
the specified payment date in the case of shareholders redeeming their entire
ownership of shares. Any dividends or distributions may be made in cash or
shares or a combination thereof as determined by the Directors or pursuant to
any program that the Directors may have in effect at the time for election by
each shareholder of the mode of the making of such dividend or distribution to
that shareholder.

Section 4. NUMBER, QUALIFICATIONS, MANNER OF ELECTION AND TERM OF
OFFICE. The number of Directors of the Corporation shall be fixed from time to
time by a majority of the entire Board of Directors but shall be no less than
three nor more than twenty. Directors need not be shareholders. The Board of
Directors may from time to time by a majority of the entire Board increase or
decrease the number of Directors to such number as it deems expedient not to be
less than three nor more than twenty, however, and fill the vacancies so
created. The term of office of a Director shall not be affected by any decrease
in the number of Directors made by the Board pursuant to the foregoing
authorization. Until the first annual meeting of shareholders or until
successors are duly elected and qualify, the Board of Directors shall consist of
the persons named as such in the Articles of Incorporation. The members of the
Board of Directors shall be elected by the shareholders at each annual meeting
of shareholders. Each Director shall hold office until the annual meeting next
held after the Director's election and until the election and qualification of
the Director's successor.

Section 5. PLACE OF MEETING. The Board of Directors may hold its
meetings at such place or places within or without the State of Maryland as the
Board may from time to time determine.

Section 6. ANNUAL MEETINGS. The Board of Directors shall meet for the
election of Officers and any other business as promptly as may conveniently be
done after the adjournment of the annual meeting of shareholders.

Section 7. REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such intervals and on such dates as the Board may from time to
time designate.

<PAGE>

Section 8. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be held at such times and at such places as may be designated at the call of
such meeting. Special meetings shall be called by the Secretary or Assistant
Secretary at the request of the President or any Director.

Section 9. NOTICE. Annual and regular meetings of the Board of
Directors shall be held without notice. The Secretary or Assistant Secretary
shall give, at least twenty-four hours before any special meeting of the Board
of Directors, notice of such special meeting to each member of the Board by
mail, facsimile, telegram or telephone to member's last known residence or usual
place of business. It is not necessary to state in the notice of any special
meeting the purpose or business to be transacted at such meeting.

Section 10. CONDUCT OF MEETINGS AND BUSINESS. The Board of Directors
may adopt such rules and regulations for the conduct of its meetings and the
management of the affairs of the Corporation as it may deem proper and not
inconsistent with applicable law, the Articles of Incorporation of the
Corporation or these Bylaws.

Section 11. QUORUM. A majority of the Directors then in office shall
constitute a quorum at any meeting of the Board of Directors. The action of a
majority of Directors present at any meeting at which a quorum is present shall
be the action of the Board of Directors unless the concurrence of a greater
proportion is required for such action by statute, the Articles of Incorporation
of the Corporation or these Bylaws. In the absence of a quorum at any meeting, a
majority of the Directors present may adjourn the meeting from day to day or for
such longer periods as they may designate without notice other than by
announcement at the meeting. At the adjourned meeting, the Directors may
transact any business which might have been transacted at the original meeting.

Section 12. RESIGNATIONS. Any Director of the Corporation may resign at
any time by mailing or delivering written notice to the President or to the
Secretary of the Corporation. The resignation of any Director shall take effect
at the time specified therein and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

Section 13. REMOVAL. At any meeting of shareholders duly called for the
purpose, any Director may by the vote of a majority of all of the shares
entitled to vote be removed from office. At the same meeting, the vacancy in the
Board of Directors may be filled by the election of a Director to serve for the
remainder of the term and until the election and qualification of the Director's
successor.

<PAGE>

Section 14. VACANCIES. Except as otherwise provided by the Investment
Company Act of 1940 or other applicable law, any vacancy occurring in the Board
of Directors for any cause other than by reason of an increase in the number of
Directors may be filled by action of a majority of the remaining members of the
Board of Directors although such majority is less than a quorum and any vacancy
occurring by reason of an increase in the number of Directors may be filled by
action of a majority of the entire Board of Directors. The Board may not elect
any Director to fill any vacancy as provided herein unless immediately after
filling any such vacancy at least two-thirds of the Directors then holding
office shall be those named in the Articles of Incorporation or shall have been
elected to such office by the shareholders. If at any time after the first
meeting of shareholders of the Corporation, a majority of the Directors in
office shall consist of Directors elected by the Board of Directors, a meeting
of the shareholders shall be called forthwith, and in any event within sixty
(60) days, for the purpose of electing the entire Board of Directors, and the
terms of office of the Directors then in office shall terminate upon the
election and qualification of such Board of Directors. A Director elected by the
Board to fill a vacancy shall be elected to hold office until the next annual
meeting of shareholders or until the Director's successor is duly elected and
qualifies. Notwithstanding the foregoing, the shareholders may, at any time
during the term of such Director elect to fill a vacancy, elect some other
person to fill said vacancy and thereupon the election by the Board shall be
superseded and such election by the shareholders shall be deemed a filling of
the vacancy and not a removal and may be made at any meeting called for such
purpose. An appointment of a Director may be made in anticipation of a vacancy
to occur by reason of retirement, resignation or increase in number of
Directors, provided that such appointment shall not become effective prior to
such retirement, resignation or increase in number of Directors.

Section 15. COMPENSATION OF DIRECTORS. The Directors may receive a
stated salary for their services as Directors, and by Resolution of the Board of
Directors, a fixed fee and expenses of attendance may be allowed for attendance
at each meeting. Nothing herein contained shall be construed to preclude any
Director from serving the Corporation in any other capacity, as an Officer,
agent or otherwise, and receiving compensation therefor.

<PAGE>

Section 16. INFORMAL ACTION BY DIRECTORS. Any action required or
permitted to be taken at any annual, regular or special meeting of the Board of
Directors may be taken at a meeting by means of a conference telephone or
similar communications equipment allowing all persons participating in the
meeting to hear each other at the same time or without a meeting if a written
consent to such action is signed by all members of the Board and such written
consent is filed with the minutes of proceedings of the Board.

Section 17. OFFICERS OF THE BOARD. The Board of Directors may appoint
one of its members to serve as Chairperson of the Board of Directors, and may
appoint one or more of its members to serve as Vice Chairperson of the Board of
Directors.

Section 18. MAXIMUM AGE. Notwithstanding any other provision of these
Bylaws to the contrary, a Director shall cease to serve as a Director as of the
end of the calendar year in which the Director attains the age of 68 years.

ARTICLE III

EXECUTIVE AND OTHER COMMITTEES

Section 1. APPOINTMENT AND TERM OF OFFICE OF EXECUTIVE COMMITTEE. The
Board of Directors, by resolution passed by a vote of a majority of the entire
Board, may appoint an Executive Committee, which shall consist of one or more
Directors.

Section 2. VACANCIES IN EXECUTIVE COMMITTEE. Vacancies occurring in the
Executive Committee from any cause may be filled by the Board of Directors at
any meeting thereof by a vote of the majority of the entire Board.

Section 3. EXECUTIVE COMMITTEE TO REPORT TO BOARD. All actions by the
Executive Committee shall be reported to the Board of Directors at its meeting
next succeeding such action.

Section 4. PROCEDURE OF EXECUTIVE COMMITTEE. The Executive Committee
shall fix its own rules of procedure not inconsistent with these Bylaws or with
any directions of the Board of Directors. It shall meet at such times and places
and upon such notice as shall be provided by such rules or by resolution of the
Board of Directors. The presence of a majority of the members of the Executive
Committee at any meeting shall constitute a quorum for the transaction of
business and in every case an affirmative vote of a majority of all of the
members of the Executive Committee present shall be necessary for the taking of
any action.

<PAGE>

Section 5. POWERS OF EXECUTIVE COMMITTEE. During the intervals between
the meetings of the Board of Directors, the Executive Committee, except as
limited by these Bylaws or by specific directions of the Board of Directors,
shall possess and may exercise all the powers of the Board of Directors in the
management and direction of the business and conduct of the affairs of the
Corporation in such manner as the Executive Committee shall deem to be in the
best interest of the Corporation, and shall have power to authorize the Seal of
the Corporation to be affixed to all instruments and documents requiring same.
Notwithstanding the foregoing, the Executive Committee shall not have the power
(a) to elect Directors, (b) to increase or decrease the number of Directors, (c)
to declare dividends or other distributions, (d) to issue shares or recommend to
shareholders any action requiring shareholder approval, (e) to amend or repeal
these Bylaws or adopt new Bylaws, (f) to approve or terminate any contract with
an investment adviser or principal underwriter as such terms are defined in the
Investment Company Act of 1940 or (g) to take any other action required to be
taken by the Board of Directors under the Investment Company Act of 1940.

Section 6. OTHER COMMITTEES. From time to time the Board of Directors
may appoint any other Committee or Committees for any purpose or purposes to the
extent lawful, which shall have such powers as shall be specified in the
resolution of appointment.

Section 7. COMPENSATION. The members of any duly appointed Committee shall
receive such compensation and/or fees as from time to time may be fixed by the
Board of Directors.

Section 8. INFORMAL ACTION BY EXECUTIVE COMMITTEE OR OTHER COMMITTEES.
Any action required or permitted to be taken at any meeting of the Executive
Committee or any other duly appointed Committee may be taken without a meeting
if written consent to such action is signed by all members of such Committee and
such written consent is filed with the minutes of the proceedings of such
Committee.

ARTICLE IV

OFFICERS

Section 1. GENERAL PROVISIONS. The Officers of the Corporation shall be
the Chief Executive Officer, the President, one or more Vice Presidents, a
Treasurer and a Secretary. The Board of Directors shall elect or appoint such
other Officers or agents as the business of the Corporation may require
including a one or more Assistant Vice Presidents, one or more Assistant
Secretaries and one or more Assistant Treasurers. The same person may hold any
two or more Offices except those of President and Vice President.

<PAGE>

Section 2. ELECTION, TERM OF OFFICE AND QUALIFICATIONS. The Officers
shall be elected annually by the Board of Directors at its annual meeting
following the annual meeting of shareholders, if an annual meeting of
shareholders is held. Each Officer shall hold Office until the annual meeting of
the Board of Directors in the next year and until the election and qualification
of the Officer's successor. Any vacancy in any of the offices may be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting of the Board. The Board of Directors may elect or appoint
additional Officers or agents at any regular or special meeting of the Board.

Section 3. REMOVAL. Any Officer elected by the Board of Directors may
be removed with or without cause at any time upon a vote of the majority of the
entire Board of Directors, if the Board of Directors, in its judgment, finds
that the best interests of the Corporation will be served by such removal. Any
other employee of the Corporation may be removed or dismissed at any time by the
President.

Section 4. RESIGNATIONS. Any Officer may resign at any time by giving
written notice to the Board of Directors. Any such resignation shall take effect
at the date of receipt of such notice or at any later time specified therein,
and unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.

Section 5. VACANCIES. A vacancy in any Office because of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed in these Bylaws for
regular election or appointment to such Office.

Section 6. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall be
the officer who is primarily responsible for the affairs of the Corporation. The
Chief Executive Officer shall report directly to the Board of Directors.

Section 7. PRESIDENT. The President shall, unless other provisions are
made therefor by the Board or Executive Committee, employ and define the duties
of all employees of the Corporation and shall have the power to discharge any
such employees. The President shall exercise general supervision over the
affairs of the Corporation and shall perform such other duties as may be
assigned to the President from time to time by the Board of Directors.

Section 8. VICE PRESIDENT. A Vice President shall have such authority
and perform such duties as may be assigned to the Vice President from time to
time by the Board of Directors, the Executive Committee or the President.

<PAGE>

Section 9. SECRETARY. The Secretary shall keep or cause to be kept, in
books provided for the purpose, the minutes of the meetings of the shareholders
and of the Board of Directors. The Secretary shall see that all notices are duly
given in accordance with the provisions of these Bylaws and as required by law.
The Secretary shall be custodian of the records and of the Seal of the
Corporation and shall see that the Seal is affixed to all documents the
execution of which on behalf of the Corporation under its Seal is duly
authorized. The Secretary shall keep directly or through a Transfer Agent a
register of the post office address of each shareholder, and shall be
responsible for making all proper changes in such register and retaining and
filing the authority for such entries. The Secretary shall see that the books,
reports, statements, certificates and all other documents and records required
by law are properly kept and filed. The Secretary shall perform such other
duties as may, from time to time, be assigned to the Secretary by the Board of
Directors, the Executive Committee or the President.

Section 10. TREASURER. The Treasurer shall have supervision of the
custody of the funds and securities of the Corporation, subject to the Articles
of Incorporation of the Corporation and applicable law. The Treasurer shall
submit to the annual meeting of shareholders a statement of the financial
condition of the Corporation and whenever required by the Board of Directors
shall make and render a statement of the accounts of the Corporation and such
other statements as may be required. The Treasurer shall cause to be kept in
books of the Corporation full and accurate account of all moneys received and
paid out for the account of the Corporation. The Treasurer shall perform such
other duties as may be from time to time assigned to the Treasurer by the Board
of Directors, the Executive Committee or the President.

Section 11. ASSISTANT VICE PRESIDENT. An Assistant Vice President shall
have such authority and perform such duties as may be assigned to the Assistant
Vice President from time to time by the Board of Directors, the Executive
Committee or the President.

Section 12. ASSISTANT SECRETARY. An Assistant Secretary shall, in the
absence of the Secretary, perform the duties of the Secretary and shall have
such further powers and perform such other duties as may be assigned to the
Assistant Secretary from time to time by the Board of Directors, the Executive
Committee or the President.

<PAGE>

Section 13. ASSISTANT TREASURER. An Assistant Treasurer shall, in the
absence of the Treasurer, perform the duties of the Treasurer and shall have
such further powers and perform such other duties as may be assigned to the
Assistant Treasurer from time to time by the Board of Directors, the Executive
Committee or the President.

Section 14. SALARIES. The salaries of the Officers shall be fixed from
time to time by the Board of Directors. No Officers shall be prevented from
receiving such salary by reason of the fact that he is also a Director of the
Corporation.

ARTICLE V

Section 1. STOCK LEDGER. A stock ledger shall be kept at the principal
office of the Corporation or at the principal office of any Transfer Agent duly
appointed by the Board of Directors which shall contain the names and addresses
of all the shareholders, the number of shares held by them and a record of all
transfers thereof.

Section 2. ISSUANCE OF SHARES. Shares of stock will be issued without
certificates. Fractional shares may be issued.

Section 3. CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATE. The Board
of Directors may fix in advance a date as the record date for the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders or shareholders to receive payment of any dividend. Such date shall
in any case not be more than 60 days, and in case of a meeting of shareholders
not less than 10 days, prior to the date on which the particular action
requiring such determination of shareholders is to be taken. In lieu of fixing a
record date, the Board of Directors may provide that the share transfer books of
the Corporation shall be closed for a stated period not to exceed in any case 20
days. If the share transfer books are closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders such
books shall be closed for at least 10 days immediately preceding such meeting.

Section 4. TRANSFER AGENT; REGULATIONS. The Board of Directors shall
have the power and authority to make all such rules and regulations as it may
deem expedient concerning the issuance and transfer of shares and may appoint a
Transfer Agent for that purpose.

ARTICLE VI

AGREEMENTS, CHECKS, DRAFTS, AND ENDORSEMENTS

<PAGE>

Section 1. AGREEMENTS. (a) The Corporation may enter into exclusive or
non-exclusive contract(s) for the sale of its shares and may also enter into
contracts, including but not limited to investment advisory, management,
custodial, transfer agency and administrative services. The terms and
conditions, methods of authorization, renewal, amendment and termination of the
aforesaid contracts shall be as determined at the discretion of the Board of
Directors, subject, however, to the provisions of these Bylaws, applicable
federal and state law and the rules and regulations of the Securities and
Exchange Commission.

(b) Subject to and in compliance with the provisions of the
General Laws of the State of Maryland respecting interested director
transactions and applicable federal law, the Corporation may enter into written
underwriting contracts, management contracts and contracts for research,
advisory or administrative services with Transamerica Occidental Life Insurance
Company, Transamerica Investment Services, Inc., the parents, affiliates or
subsidiaries thereof, or their respective successors, or otherwise to do
business with such Corporation, notwithstanding the fact that one or more of the
Directors of the Corporation and some or all of its Officers are, have been, or
may become Directors, Officers, Employees or Stockholders of Transamerica
Occidental Life Insurance Company, Transamerica Investment Services, Inc., or
their parents, affiliates, subsidiaries or successors, and in the absence of
actual fraud the Corporation may deal freely with Transamerica Occidental Life
Insurance Company, Transamerica Investment Services, Inc., or their parents,
affiliates, subsidiaries or successors, and neither such underwriting contract,
management contact or contract for research, advisory or administrative services
nor any other contract or transaction between the Corporation and Transamerica
Occidental Life Insurance Company, Transamerica Investment Services, Inc. or
their parents, affiliates, subsidiaries or successors shall be invalidated or in
any way affected thereby, nor shall any Director or Officer of the Corporation
be liable to the Corporation or to any shareholder or creditor of the
Corporation or to any other person for any loss incurred under or by reason of
any such contract or transaction. Anything in the foregoing notwithstanding, no
Officer or Director or underwriter or investment adviser of the Corporation
shall be protected against any liability to the Corporation or to its security
holders to which he or she would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.

<PAGE>

(c) The Board of Directors or the Executive Committee may
authorize any Officer or Officers or agent or agents of the Corporation to enter
into any Agreement or execute and deliver any instrument in the name of and on
behalf of the Corporation, and such authority may be general or confined to
specific instances and, unless so authorized by the Board of Directors or by the
Executive Committee or by these Bylaws, no Officer, agent or employee shall have
any power or authority to bind the Corporation by any Agreement or engagement or
to pledge its credit or to render it liable pecuniarily for any purpose or to
any amount.

Section 2. CHECKS AND DRAFTS. All checks, drafts or orders for the
payment of money, notes and other evidences of indebtedness shall be signed by
such Officer or Officers, employee or employees, or agent or agents as shall
from time to time be designated by the Board of Directors or the Executive
Committee, or as may be specified in or pursuant to the agreement between the
Corporation and the bank appointed as Custodian, pursuant to the provisions of
these Bylaws.

Section 3. ENDORSEMENTS, ASSIGNMENTS AND TRANSFER OF SECURITIES. All
endorsements, assignments, stock powers or other instruments of transfer of
securities standing in the name of the Corporation or its nominee or directions
for the transfer of securities belonging to the Corporation shall be made by
such Officer or Officers, employee or employees, or agent or agents as may be
authorized by the Board of Directors or the Executive Committee.

Section 4. EVIDENCE OF AUTHORITY. Anyone dealing with the Corporation
shall be fully justified in relying on a copy of a resolution of the Board of
Directors or of any Committee thereof empowered to act which is certified as
true by the Secretary or an Assistant Secretary under the Seal of the
Corporation.

Section 5. DESIGNATION OF A CUSTODIAN. The Corporation shall place and
at all times maintain in the custody of a Custodian all funds, securities and
similar investments owned by the Corporation, with the exception of securities
loaned under a properly authorized Securities Loan Agreement. The Custodian
shall be a bank having not less than $2,000,000 aggregate capital, surplus and
undivided profits and shall be appointed from time to time by the Board of
Directors, which shall fix the Custodian's remuneration.

<PAGE>

Section 6. ACTION UPON TERMINATION OF A CUSTODIAN AGREEMENT. Upon
termination of a Custodian Agreement or inability of the Custodian to continue
to serve, the Board of Directors shall use its best efforts to appoint promptly
a successor Custodian, but in the event that no successor Custodian can be found
who has the required qualifications and is willing to serve, the Board of
Directors shall call as promptly as possible a special meeting of the
shareholders to determine whether the Corporation shall function without a
Custodian or shall be liquidated. If so directed by vote of the holders of a
majority of the outstanding shares, the Custodian shall deliver and pay over all
property of the Corporation held by it as specified in such vote.

ARTICLE VII

BOOKS AND RECORDS

Section 1. LOCATION. The books and records of the Corporation,
including the stock ledger or ledgers, may be kept in or outside the State of
Maryland at such office or agency of this Corporation as may be from time to
time determined by the Board of Directors.

Section 2. INSPECTION BY SHAREHOLDERS. The Board of Directors shall,
subject to the General Laws of the State of Maryland, have the power to
determine, from time to time, whether and to what extent and at what times and
places and under what conditions and regulations any accounts and books of the
Corporation, or any of them, shall be open to the inspection of shareholders.

Section 3. INSPECTION BY INDEPENDENT PUBLIC ACCOUNTANTS. The books of
account of the Corporation shall be examined by an independent firm of public
accountants, selected and ratified in accordance with the provisions of the
Investment Company Act of 1940, at the close of each annual fiscal period of the
Corporation and at such other times, if any, as may be directed by the Board of
Directors of the Corporation.

ARTICLE VIII

INDEMNIFICATION

<PAGE>

(a) Every person who is or has been a Director, Officer,
employee or agent of the Corporation and persons who
serve at the Corporation's request as Director,
Officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise
shall be indemnified by the Corporation to the fullest
extent permitted by law against liability and against
all expenses reasonably incurred or paid by him or her
in connection with any debt, claim, action, demand,
suit, proceeding, judgment, decree, liability or
obligation of any kind in which he or she becomes
involved as a party or otherwise by virtue of his or
her being or having been a Director, Officer, employee
or agent of the Corporation or of another employee or
agent of the Corporation or of another corporation,
partnership, joint venture, trust or other enterprise
at the request of the Corporation and against amounts
paid or incurred by him or her in the settlement
thereof.

(b) The words "claim," "action," "suit" or "proceeding"
shall apply to all claims, actions, suits or
proceedings (civil, criminal, administrative,
legislative, investigative or other, including
appeals), actual or threatened, and the words
"liability" and "expenses" shall include, without
limitation, attorneys' fees, costs, judgments,
amounts paid in settlement, fines, penalties and
other liabilities.

(c) No indemnification shall be provided hereunder to a
Director, Officer, employee or agent against any
liability to the Corporation or its shareholders by
reason of willful misfeasance, active and deliberate
dishonesty, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of
his office.

(d) The rights of indemnification herein provided may be
insured against by policies maintained by the
Corporation, shall be severable, shall not affect any
other rights to which any Director, Officer, employee
or agent may now or hereafter be entitled, shall
continue as to a person who has ceased to be such
Director, Officer, employee or agent and shall inure
to the benefit of the heirs, executors and
administrators of such a person.

<PAGE>

(e) In the absence of a final decision on the merits by a
court or other body before which such proceeding was
brought, an indemnification payment will not be made,
except as provided in paragraph (f) of this Section 1,
unless in the absence of such a decision, a reasonable
determination based upon a factual review has been made
(1) by a majority vote of a quorum of non-party
Directors who are not "interested persons" of the
Corporation as defined in Section 2(a)(19) of the
Investment Company Act of 1940; (2) by independent
legal counsel approved by the Board of Directors in a
written opinion that the indemnitee was not liable for
an act of willful misfeasance, bad faith, gross
negligence or reckless disregard of duties; or (3) by
the shareholders.

(f) The Corporation further undertakes that advancement of
expenses incurred in the defense of a proceeding by an
Officer, Director or controlling person of the
Corporation in advance of the final disposition of the
proceeding (upon receipt by the Corporation of: (a) a
written affirmation by the Officer, Director or
controlling person of the Corporation of that person's
good faith belief that the standard of conduct
necessary for indemnification by the Corporation as
authorized in the Maryland General Corporation Law has
been met; and (b) a written undertaking by or on behalf
of such person to repay the amount if it shall
ultimately be determined that the standard of conduct
as stated above has not been met) will not be made
absent the fulfillment of at least one of the following
conditions: (1) the Corporation is insured against
losses arising by reason of any lawful advances or (2)
a majority of a quorum of disinterested, non-party
Directors or independent legal counsel in a written
opinion makes a factual determination that there is a
reason to believe the indemnitee will be entitled to
indemnification.

ARTICLE IX

MISCELLANEOUS

Section 1. SEAL. The Seal of the Corporation shall be a disk inscribed with
the words TRANSAMERICA INVESTORS, INC.

Section 2. FISCAL YEAR. The fiscal year of the Corporation shall end on the
last day of December in each year.

Section 3. WAIVER OF NOTICE. Whenever, under the provisions of these Bylaws
or of any law, an individual is entitled to receive notice of a meeting, such
individual waives notice if he or she:

(a) before or after the meeting signs a waiver of the notice which is filed
with the records of the meeting; or

(b) is present at the meeting.

ARTICLE X

<PAGE>

AMENDMENTS

Section 1. AMENDMENTS BY BOARD OF DIRECTORS. The Board of Directors
shall have the power at any regular or special meeting, if notice thereof be
included in the notice of such special meeting, to alter, amend or repeal any of
these Bylaws of the Corporation and to make new Bylaws for the Corporation.

Section 2. AMENDMENTS BY SHAREHOLDERS. The shareholders shall have the
power, at any annual meeting or at any special meeting, if notice thereof be
included in the notice of such special meeting, to alter, amend or repeal any of
these Bylaws of the Corporation and to make new Bylaws for the Corporation.

<PAGE>

Exhibit 23 (d) Form of Investment Advisory and Administrative Services Agreement
between Transamerica Investors, Inc. and Transamerica Investment Services, Inc.

<PAGE>
TRANSAMERICA INVESTORS, INC.

INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT

THIS AGREEMENT is made and entered into this 23rd day of March 2000, by
and between TRANSAMERICA INVESTORS, INC., a corporation organized and existing
under the laws of the State of Maryland (the "CORPORATION"),TRANSAMERICA
INVESTMENT MANAGEMENT, LLC, a limited liability company organized and existing
under the laws of the State of Delaware (the "Adviser") and TRANSAMERICA
INVESTMENT SERVICES, INC., a corporation organized and existing under the laws
of the State of Delaware (the "Sub-Adviser").

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

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

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

WHEREAS, the Adviser is willing to render such services;

WHEREAS, the Sub-Adviser is registered as an investment adviser under
the Advisers Act and provides the Adviser with certain investment research and
other information and services pursuant to an investment services agreement (the
"Services Agreement") and in this regard serves as sub-adviser to the Funds; and

WHEREAS, the Sub-Adviser is willing to render such services;

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

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I. APPOINTMENT AND OBLIGATIONS OF THE ADVISER

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

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

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

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

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

II. DUTIES OF THE ADVISER

The Corporation employs the Adviser:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

III. REPRESENTATIONS AND WARRANTIES

A. REPRESENTATIONS AND WARRANTIES OF THE ADVISER AND SUB-ADVISER

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

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

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

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

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

B. REPRESENTATIONS AND WARRANTIES OF THE CORPORATION AND THE FUNDS

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

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

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

IV. BROKER-DEALER RELATIONSHIPS

A. FUND TRADES

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The Adviser shall place all orders for the purchase and sale of
securities for the Funds with brokers and dealers selected by the Adviser, which
may, if approved by the Corporation, include brokers or dealers affiliated with
the Adviser. The Adviser shall use its best efforts to obtain the most favorable
price and execution. The Adviser will engage only those brokers or dealers
offering prices and commission rates it believes are reasonable in relation to
the benefits received.

B. SELECTION OF BROKER-DEALERS

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

C. AGGREGATION OF SECURITIES PURCHASES

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

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

V. CONTROL BY THE BOARD

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

VI. COMPLIANCE WITH APPLICABLE REQUIREMENTS

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

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

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

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

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

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

VII. COMPENSATION

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

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

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

VIII. EXPENSES

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

A. EXPENSES OF THE CORPORATION

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

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

2. Interest and taxes;

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

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

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

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

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

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

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

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

11. Expenses of preparing and typesetting prospectuses;

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

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

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

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

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

17. All costs attributable to proxy solicitations;

18. Attorneys' fees of the Corporation; and

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

B. EXPENSES OF THE ADVISER OR THE ADMINISTRATOR

The expenses payable by the Adviser or the Administrator are:

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

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

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

IX. EXPENSE PAYMENTS AND LIMITATIONS

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

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

X. REPORTS

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

XI. NON-EXCLUSIVITY

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

XII. CERTAIN RECORDS

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

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

XIII. LIABILITY OF ADVISER AND INDEMNIFICATION

A. LIABILITY

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

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

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

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

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

B. INDEMNIFICATION

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

XIV. TERM

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

XV. RENEWAL

This Agreement shall continue in force and effect from year to year, so
long as such continuance is specifically approved at least annually:

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

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

XVI. TERMINATION

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

XVII. DELEGATION TO SUB-ADVISER ETC.

A. The Adviser may from time to time delegate to the Sub-Adviser
certain of its responsibilities hereunder (but shall not
delegate any of the rights of the Adviser hereunder);
provided, however, that the Adviser shall be liable under this
Agreement for any acts or omissions of the Sub-Adviser to the
same extent as if such acts or omissions were committed by the
Adviser itself.

B. The Adviser shall compensate the Sub-Adviser for all
reasonable costs associated with the Sub-Adviser's performance
of services hereunder pursuant to the terms of the Services
Agreement. In no event shall the Sub-Adviser be entitled to
any compensation hereunder from any person other than the
Adviser.

XVIII. AMENDMENTS

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

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

IX. GOVERNING LAW

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

XX. NOTICE

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

To the Adviser at: Transamerica Investment Management, LLC
1150 South Olive Street
Los Angeles, CA 90015

Attn: Corporate Secretary

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

Attn: Corporate Secretary

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

Attn: Corporate Secretary

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

XXI. SEVERABILITY

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

XXII. ENTIRE AGREEMENT

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

XXIII. 1940 ACT

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

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

TRANSAMERICA INVESTORS, INC.

By:
Title:
Attest:

TRANSAMERICA INVESTMENT
MANAGEMENT, LLC

By:
Title:
Attest:

TRANSAMERICA INVESTMENT
SERVICES, INC.

By:
Title:

Attest:

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

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

Name of Fund Annual Rate of Compensation

<S> <C> <C>
Premier Equity 0.85% of first $1 billion
0.82% of next $1 billion
0.80% over $2 billion

Premier Index 0.30% of first $1 billion
0.30% of next $1 billion
0.30% over $2 billion

Premier Bond 0.60% of first $1 billion
0.57% of next $1 billion
0.55% over $2 billion

Premier Balanced 0.75% of first $1 billion
0.72% of next $1 billion
0.70% over $2 billion

Premier Cash Reserve 0.35% of first $1 billion
0.35% of next $1 billion
0.35% over $2 billion

Premier Aggressive Growth 0.85% of first $1 billion
0.82% of next $1 billion
0.80% over $2 billion

Premier Small Company 0.85% of first $1 billion
0.82% of next $1 billion
0.80% over $2 billion

Premier High Yield Bond 0.55% of first $1 billion
0.52% of next $1 billion
0.50% over $2 billion

Premier Value 0.75% of first $1 billion
0.72% of next $1 billion
0.70% over $2 billion

</TABLE>

<PAGE>
TRANSAMERICA INVESTORS, INC.

INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT

THIS AGREEMENT is made and entered into this 21st day of July, 1999, by
and between TRANSAMERICA INVESTORS, INC., a corporation organized and existing
under the laws of the State of Maryland (the "Corporation"), and TRANSAMERICA
INVESTMENT SERVICES, INC., a corporation organized and existing under the laws
of the State of Delaware (the "Adviser").

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

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

WHEREAS, the Adviser is willing to render such services;

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

I. APPOINTMENT AND OBLIGATIONS OF THE ADVISER

<PAGE>

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

II. DUTIES OF THE ADVISER

The Corporation employs the Adviser:

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

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

III. REPRESENTATIONS AND WARRANTIES

A. REPRESENTATIONS AND WARRANTIES OF THE ADVISER

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

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

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

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

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

<PAGE>

B. REPRESENTATIONS AND WARRANTIES OF THE CORPORATION AND THE FUNDS

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

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

IV. BROKER-DEALER RELATIONSHIPS

A. FUND TRADES

B. SELECTION OF BROKER-DEALERS

<PAGE>

C. AGGREGATION OF SECURITIES PURCHASES

V. CONTROL BY THE BOARD

<PAGE>

VI. COMPLIANCE WITH APPLICABLE REQUIREMENTS

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

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

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

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

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

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

VII. COMPENSATION

VIII. EXPENSES

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

<PAGE>

A. EXPENSES OF THE CORPORATION

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

2. Interest and taxes;

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

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

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

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

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

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

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

11. Expenses of preparing and typesetting prospectuses;

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

<PAGE>

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

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

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

17. All costs attributable to proxy solicitations;

18. Attorneys' fees of the Corporation; and

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

B. EXPENSES OF THE ADVISER OR THE ADMINISTRATOR

The expenses payable by the Adviser or the Administrator are:

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

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

IX. EXPENSE PAYMENTS AND LIMITATIONS

<PAGE>

X. REPORTS

XI. NON-EXCLUSIVITY

XII. CERTAIN RECORDS

<PAGE>

XIII. LIABILITY OF ADVISER AND INDEMNIFICATION

A. LIABILITY

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

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

B. INDEMNIFICATION

<PAGE>

XIV. TERM

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

XV. RENEWAL

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

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

XVI. TERMINATION

<PAGE>

XVII. AMENDMENTS

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

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

XVIII. GOVERNING LAW

XIX. NOTICE

<PAGE>

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

Attn: Corporate Secretary

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

Attn: Corporate Secretary

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

XX. SEVERABILITY

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

XXI. ENTIRE AGREEMENT

XXII. 1940 ACT

<PAGE>

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

TRANSAMERICA INVESTORS, INC.

By:
Title:
Attest:

TRANSAMERICA INVESTMENT
SERVICES, INC.

By:
Title:

Attest:

<PAGE>

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

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

Name of Fund Annual Rate of Compensation

Premier Equity 0.85% of first $1 billion
--------------
0.82% of next $1 billion
0.80% over $2 billion

Premier Index 0.30% of first $1 billion
--------------
0.30% of next $1 billion
0.30% over $2 billion

Premier Bond 0.60% of first $1 billion
-------------
0.57% of next $1 billion
0.55% over $2 billion

Premier Balanced 0.75% of first $1 billion
-----------------
0.72% of next $1 billion
0.70% over $2 billion

Premier Cash Reserve 0.35% of first $1 billion
---------------------
0.35% of next $1 billion
0.35% over $2 billion

<PAGE>

Exhibit 23 (e) Form of Distribution Agreement between Transamerica Investors
Inc., and Transamerica Securities Sales Corporation ("TSSC")
<PAGE>

TRANSAMERICA INVESTORS, INC.

DISTRIBUTION AGREEMENT

AS AMENDED AND RESTATED ON MAY 7, 1999

THIS AGREEMENT is made and entered into this 21st day of July, 1999, by
and between TRANSAMERICA INVESTORS, INC., a corporation organized and existing
under the laws of the state of Maryland (the "Corporation"), and TRANSAMERICA
SECURITIES SALES CORPORATION, a corporation organized and existing under the
laws of the State of Maryland (the "Distributor").

WHEREAS the Corporation and the Distributor wish to restate the
Distribution Agreement as amended and restated on May 8, 1998;

WHEREAS, the Corporation is registering the shares of its common stock
for offer and sale to the public under the Securities Act of 1933, as amended
(the "1933 Act"), and in accordance with the provisions of all applicable state
securities laws (the "Blue Sky Laws");

WHEREAS, each Fund is authorized to issue four classes of shares:
Investor Shares, Institutional Shares, Class A Shares and Class M Shares
(collectively, the "Shares"), each of which represents interests in the same
portfolio of investment securities;

WHEREAS, the Distributor is a broker-dealer registered with the
Securities and Exchange Commission (the "Commission") under the Securities
Exchange Act of 1934, as amended (the "1934 Act") and is a member of the
National Association of Securities Dealers, Inc. (the "NASD"); and

WHEREAS, the Corporation has adopted a number of distribution plans
pursuant to Section 12(b) of the 1940 Act, and Rule 12b-1 thereunder (the "12b-1
Plans"), pursuant to which the Corporation may pay the expenses for certain
Distribution Activities and Service Activities (as defined in the 12b-1 Plans)
incurred or paid by the Distributor;

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

<PAGE>

- 9 -

I. APPOINTMENT AND OBLIGATIONS OF THE DISTRIBUTOR

The Corporation hereby appoints the Distributor as its exclusive agent
to sell and distribute, as set forth below in Section II, the Shares of each
class of each Fund and of such other Funds and classes of Shares of the Funds as
may hereafter be registered with the Commission and under the Blue Sky Laws,
subject to the terms of this Agreement and the policies and control of the
Corporation's Board of Directors (the "Board"). The Distributor hereby accepts
such appointment.

II. DUTIES OF THE DISTRIBUTOR AND THE CORPORATION

The Corporation employs the Distributor:

A. to promote the Funds;

B. to sell the Shares of each Fund on a best efforts basis from
time to time during the term of this Agreement as agent for the
Corporation and upon the terms described in the currently
effective registration statement of the Corporation, and
supplements thereto, under the 1933 Act and the 1940 Act (the
"Registration Statement"). The Distributor shall sell, as agent
for the Funds, directly or through other broker-dealers, as
described below, the Shares needed, but not more than the Shares
needed (except for clerical errors or errors of transmission),
to fill unconditional orders placed with the Distributor;

C. to enter into agreements, at the Distributor's discretion, to
sell Shares to such registered and qualified retail
broker-dealers, including Transamerica Financial Resources, Inc.
("TFR"), subject to the approval by the Board of the form or
forms of such agreements. All such brokers and dealers shall act
in accordance with the Registration Statement and shall comply
with all applicable laws, rules and regulations;

<PAGE>

D. in connection with the sales and offers of sale of Shares, to
give only such information and make such representations as is
permitted by applicable law. All sales literature and
advertisements used by the Distributor in connection with the
sale of the Shares shall be filed with the appropriate
authorities, including the NASD, the states, and/or the
Commission, as may be required from time to time. The Corporation
shall not be responsible in any way for any other information,
statements or representations given or made by the Distributor or
its representatives or agents. Normally, the Corporation will not
exercise any direction or control over the time and place of
solicitation, the persons to be solicited, or the manner of
solicitation. But the Distributor agrees that solicitations will
be in a form acceptable to the Corporation and will be subject to
such terms and conditions as may be prescribed from time to time
by the Board;

E. to offer the Shares of each Fund at the offering price described
in the Registration Statement. The Corporation shall promptly
furnish (or arrange for another person to furnish) the
Distributor with a quotation of the net asset value per Share on
each business day; and

The Distributor shall not be obligated to sell any certain number of
Shares.

The Corporation agrees:

A. that it will not, without the Distributor's consent, sell or
agree to sell any Shares of the Corporation other than through
the Distributor, except that the Corporation may:

1. issue or sell Shares in connection with its merger or
consolidation with any other investment company or the
Corporation's acquisition by purchase or otherwise of all or
substantially all of the assets of any investment company or
substantially all of the outstanding shares of any such company;

2. offer Shares to its shareholders for reinvestment of cash
distribution from capital gains or net investment income of the
Corporation;

3. issue Shares to shareholders of a Fund who exercise any exchange
privilege set forth in the Registration Statement;

4. issue Shares directly to registered shareholders pursuant to the
authority of the Board; or

5. sell Shares in any jurisdiction in which the Distributor is not
registered as a broker-dealer.

B. to permit the Distributor to use any list of shareholders of the
Corporation or any Fund or any other list of investors which it
obtains in connection with its provision of services under this
Agreement;

<PAGE>

C. to keep the Distributor fully informed of its affairs and to
make available to the Distributor copies of all information,
financial statements, and other papers which the Distributor may
reasonably request for use in connection with the distribution
of Shares, including, without limitation, certified copies of
any financial statements for the Corporation by its independent
public accountant and such reasonable number of copies of the
most current prospectus, statement of additional information,
and annual and interim reports of a Fund as the Distributor may
request;

D. to cooperate fully in the efforts of the Distributor to sell and
arrange for the sale of the Shares and in the performance of the
Distributor under this Agreement; and

E. to register or cause to be registered all Shares sold by the
Distributor pursuant to the provisions of this Agreement in such
name or names and amounts as the Distributor may request from
time to time.

The Corporation reserves the right at any time to withdraw all
offerings of the Shares of any or all Funds by written notice to the Distributor
at its principal office.

The Corporation and the Distributor hereby agree that all
advertisements and sales literature issued by either of them referring directly
or indirectly to the Corporation or to the Distributor will be submitted to and
receive the approval of the Corporation and the Distributor before it may be
used by either party.

III. REPRESENTATIONS AND WARRANTIES

A. REPRESENTATIONS AND WARRANTIES OF THE DISTRIBUTOR

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

1. Due Incorporation and Organization. The Distributor is duly
organized and is in good standing under the laws of the State of
Maryland and is fully authorized to enter into this Agreement and
carry out its terms.

2. Registration. The Distributor is a broker-dealer
registered with the Commission under the 1934 Act, is a
member of the NASD, and is registered or licensed under
the laws of all jurisdictions in which its activities
require it to be so registered or licensed. The
Distributor shall maintain such registration or license
in effect at all times during the term of this
Agreement and will immediately notify the Corporation
of the occurrence of any event that would disqualify
the Distributor from serving as a Distributor by
operation of Section 9(a) of the 1940 Act or otherwise.

<PAGE>

3. Best Efforts. The Distributor at all times shall provide its best
judgement and effort to the Corporation in carrying out its
obligations hereunder.

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

B. REPRESENTATIONS AND WARRANTIES OF THE CORPORATION

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

1. Due Incorporation and Organization. The Corporation is duly
organized under the laws of the State of Maryland and is fully
authorized to enter into this Agreement and carry out its terms.

2. Registration. The Corporation is registered as an
investment company with the Commission under the 1940
Act and Shares of the Corporation will be registered
for offer and sale to the public under the 1933 Act and
under the Blue Sky Laws. Such registrations shall be
kept in effect during the term of this Agreement.

IV. COMPLIANCE WITH APPLICABLE REQUIREMENTS

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

A. all applicable provisions of the 1934 Act and the 1940 Act and
the rules and regulations thereunder;

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

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

D. the provisions of the By-Laws of the Corporation, as amended; and

<PAGE>

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

V. COMPENSATION

As compensation for providing services under this Agreement, the
Distributor shall receive and may retain any portion of any front-end or
contingent deferred sales charge which is imposed on sales and redemptions of
Shares and not reallowed to selected dealers as set forth in the Registration
Statement. Upon termination of this Agreement with respect to Shares of any Fund
or class for any reason, the obligation to pay and such contingent deferred
sales charge on Shares of such Fund or class sold prior to the date of
termination shall survive the termination, and the Corporation (or its agent)
shall collect and pay any such charges thereafter imposed on such Shares to the
Distributor. In addition, the Distributor shall receive from each class of each
Fund a distribution and/or service fee at the rate and under the terms and
conditions of the 12b-1 Plans, adopted by the Corporation with respect to such
classes of the Funds (which are attached hereto), as such 12b-1 Plans are in
effect from time to time, and subject to any further limitations on such fee as
the Board of Directors of the Corporation may impose.

Additional payments to the Distributor from the Corporation's
investment adviser, Transamerica Investments Services, Inc., or the
Corporation's administrator, Transamerica Occidental Life Insurance Company, may
be authorized in accordance with applicable law.

VI. EXPENSES

The expenses in connection with the distribution of the Funds shall be
allocable as follows:

A. EXPENSES OF THE DISTRIBUTOR

The Distributor shall pay:

1. the costs of printing and distributing prospectuses and
statements of additional information for prospective
investors and the costs of preparing, printing and
distributing such other sales literature, reports,
forms and advertisements in connection with the sale of
the Shares as comply with the applicable provisions of
federal and state law;

2. the costs of any additional copies of the Corporation's
financial and other reports and other literature supplied to
the Distributor for sales promotion purposes;

<PAGE>

3. all advertising expenses incurred by the Distributor in
connection with the offering and sales of the Shares;

4. all compensation to the employees of the Distributor
and others for selling Shares, and all expenses of the
Distributor and others who engage in or support the
sale of Shares as may be incurred in connection with
their sales efforts;

5. expenses relating to the formulation and implementation
of marketing strategies and promotional activities such
as direct mail promotions and television, radio,
newspaper, magazine and other mass media advertising;
and

6. the costs of building and maintaining a database of
prospective shareholders and of obtaining such
analyses, reports and other information with respect to
marketing and promotional activities and investor
accounts as the Corporation may deem advisable.

B. EXPENSES OF THE CORPORATION

1. Each Fund, or class thereof, shall bear all expenses in
connection with preparing and typesetting the
Corporation's prospectuses, statements of additional
information, reports to shareholders, and other
materials, related to communications of such class or
Fund with existing shareholders.

VII. REPORTS

The Distributor shall prepare reports for the Board on a quarterly
basis showing such information concerning services provided and expenses
incurred related to this Agreement, and such other information, as from time to
time may be reasonably requested by the Board.

VIII. INDEMNIFICATION BY THE CORPORATION

<PAGE>

The Corporation agrees to indemnify, defend and hold the Distributor,
each person who has been, is, or may hereafter be an officer, director, employee
or agent of the Distributor, and any person who controls the Distributor within
the meaning of Section 15 of the 1933 Act, free and harmless against any loss,
damage or expense reasonably incurred by any of them in connection with any
claim or in connection with any action, suit, or proceeding to which any of them
may be a party, which arises out of or is alleged to arise out of or is based
upon a violation of any of its covenants herein contained, or any alleged untrue
statement of a material fact, or the alleged omission to state a material fact
necessary to make the statements made not misleading, in the Registration
Statement or prospectus of the Corporation, or any amendment or supplement
thereto, unless such statement or omission was made in reliance upon written
information furnished by the Distributor. The foregoing rights of
indemnification shall be in addition to any other rights to which any of the
foregoing indemnified parties may be entitled as a matter of law. Nothing
contained herein shall relieve the Distributor of any liability to the
Corporation or its shareholders to which the Distributor would otherwise be
subject by reason of willful misfeasance, bad faith, or gross negligence in the
performance of its duties or reckless disregard of its obligations and duties
under this Agreement.

IX. INDEMNIFICATION BY THE DISTRIBUTOR

The Distributor agrees to indemnify, defend and hold the Corporation,
each person who has been, is, or may hereafter be an officer, director, employee
or agent of the Distributor, and any person who controls the Corporation within
the meaning of Section 15 of the 1933 Act, free and harmless against any loss,
damage or expense reasonably incurred by any of them in connection with any
claim or in connection with any action, suit, or proceeding to which any of them
may be a party, which arises out of or is alleged to arise out of or is based
upon a violation of any of its covenants herein contained, or any alleged untrue
statement of a material fact, or the alleged omission to state a material fact
necessary to make the statements made not misleading, on the part of the
Distributor or any agent or employee of the Distributor or any other person for
whose acts the Distributor is responsible or is alleged to be responsible (such
as any selected dealer or person through whom sales are made pursuant to an
agreement with the Distributor), whether made orally or in writing, unless such
statement or omission was made in reliance upon written information furnished by
the Corporation. The foregoing rights of indemnification shall be in addition to
any other rights to which any of the foregoing indemnified parties may be
entitled as a matter of law.

X. REPURCHASE OF SHARES

The Corporation appoints and designates the Distributor as agent of the
Corporation, and the Distributor accepts such appointment as such agent, to
repurchase shares of the Corporation in accordance with the provisions of the
articles and bylaws of the Corporation.

<PAGE>

In connection with such redemptions or repurchases, the Corporation
authorizes and designates the Distributor to take any action, to make any
adjustments in net asset value, and to make any arrangements for the payment of
the redemption or repurchase price authorized or permitted to be taken or made
in accordance with the 1940 Act and as set forth in the Registration Statement.

The authority of the Distributor under this section may, with the
consent of the Corporation, be redelegated in whole or in part to another person
or firm.

The authority granted in this section may be suspended by the
Corporation at any time, or from time to time, until further notice to the
Distributor. After any such suspension the authority granted to the Distributor
by this section will be reinstated only by a written instrument executed by an
officer of the Corporation.

XI. DISTRIBUTOR IS INDEPENDENT CONTRACTOR

The Distributor is an independent contractor and shall be the agent for
the Corporation only with respect to the sale and redemption of Shares. The
Distributor is responsible for its own conduct, for the employment, control and
conduct of its agent and employees and for injury to such agents or employees or
to others through its agents or employees. The Distributor assumes full
responsibility for its agents and employees under applicable laws and agrees to
pay all employer taxes relating thereto.

XII. NON-EXCLUSIVITY

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

XIII. TERM

<PAGE>

This Agreement shall become effective as of the later of: (i) the date
on which a Registration Statement becomes effective under the 1933 Act; and (ii)
the date on which this Agreement is executed, provided this Agreement is
approved by the vote of a majority of the Board and by the vote of a majority of
those members of the Board who are not parties to this Agreement or interested
persons of any such party, and who have no direct or indirect interest in the
operation of any 12b-1 Plan or this Agreement, cast in person at a meeting
called for the purpose of voting on such renewal.

Unless terminated as herein provided, this Agreement shall remain in
full force and effect for one year from the date of execution of this Agreement
and shall continue in effect from year to year thereafter, only so long as such
continuance is approved at least annually:

A. by the vote of a majority of those Directors of the
Corporation who are not parties to this Agreement or
interested persons of any such party, and who have no
direct or indirect interest in the operation of any
12b-1 Plan or this Agreement, cast in person at a
meeting called for the purpose of voting on such
renewal; and

B. by either the Board of the Corporation or the vote of a
majority of the outstanding voting securities of the
Corporation.

XIV. TERMINATION

This Agreement may be terminated as to any class of any Fund at any
time, without the payment of any penalty, by the vote of a majority of the
Directors of the Corporation who are not interested persons of the Corporation
and who have no direct or indirect financial interest in the operation of any
12b-1 Plan or this Agreement, or by the vote of a majority of the outstanding
voting securities of the class of the Fund, on sixty (60) days' written notice
to the Distributor, or by the Distributor at any time without the payment of any
penalty, on sixty (60) days' written notice to the Corporation.

XV. ASSIGNMENT

This Distribution Agreement may not be assigned by the Distributor and
will automatically and immediately terminate in the event of its assignment.

XVI. AMENDMENTS

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

<PAGE>

A. by the vote of a majority of those Directors of the Corporation
who are not parties to this Agreement or interested persons of
any such party and who have no direct or indirect financial
interest in the operation of any 12b-1 Plan or this Agreement,
cast in person at a meeting called for the purpose of voting on
such approval; and

B. by the vote of a majority of the Board of Directors of the
Corporation;

provided, however, that amendments relating to any 12b-1 Plan shall not require
the consent of the Distributor.

XVII. GOVERNING LAW

XVIII. DEFINITIONS

As used in this Agreement, the terms "majority of outstanding voting
securities," "interested persons," and "assignment" shall have the same meaning
as those terms have in the 1940 Act.

XIX. NOTICE

To the Distributor at: Transamerica Securities Sales Corporation
1150 South Olive Street
Los Angeles, CA 90015

Attn: Chris Shaw

<PAGE>

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

Attn: Corporate Secretary

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

XX. SEVERABILITY

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

XXI. ENTIRE AGREEMENT

XXII. 1940 ACT

<PAGE>

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

TRANSAMERICA INVESTORS, INC.

Attest: _________________________ By:

Title:

TRANSAMERICA SECURITIES SALES
CORPORATION

Attest: __________________________ By: _______________________________

Title:
<PAGE>

Exhibit 23(j) Consent of Independent Auditors
<PAGE>
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent tot he reference to our firm under the captions "Financial
Highlights" and "Independent Auditors" in Post-Effective Amendment No. 15 under
the Securities Act of 1933 and Amendment No. 17 under the Investment Company Act
of 1940 to the Registration Statement (From N-1A No. 33-90888) and related
Prospectus and Statement of Additional Information of Transamerica Investors,
Inc. and to the incorporation by reference therein of our report dated January
31, 2000, with respect to the financial statements and financial highlights
included in its Annual Report for the year ended December 31, 1999 filed with
the Securities and Exchange Commission.

Los Angeles, California
April 25, 2000
<PAGE>

Exhibit 23 (m) Form of Plan of Distribution Pursuant to Rule 12b-1

<PAGE>
- 2 -
Investor Class

<PAGE>

INVESTOR SHARES
TRANSAMERICA PREMIER CASH RESERVE FUND
A SERIES OF
TRANSAMERICA INVESTORS, INC.

PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

August 4, 1995

WHEREAS, TRANSAMERICA INVESTORS, INC. (the "Corporation") is registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), as an
open-end management investment company, and offers for sale to the public shares
of beneficial interest; and

WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Investor Shares of Transamerica Premier Cash Reserve Fund (the "Fund"), a series
of shares of the Corporation; and

WHEREAS, the Corporation has entered into a Distribution Agreement
("Distribution Agreement") with Transamerica Securities Sales Corporation
("TSSC"), pursuant to which TSSC has agreed to serve as Distributor for the
various series and classes of shares of the Corporation during the continuous
offering of its shares;

NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Investor Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.

I. COMPENSATION

A. The Fund is authorized to pay to TSSC, as compensation for TSSC's
services as Distributor of the Investor Shares of the Fund, a distribution fee
at the rate of 0.10% on an annualized basis of the average daily net assets of
the Fund's Investor Shares. Such fee shall be calculated and accrued daily and
paid monthly or at such other intervals as the Corporation and the Distributor
agree.

B. The Fund may pay a distribution fee to TSSC at a rate that is lower than
the rate specified in Section I.A. of this 12b-1 Plan, as agreed upon by the
Corporation and TSSC and as approved in the manner specified in Section IV.B. of
this 12b-1 Plan.

<PAGE>

- 5 -
The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Investor
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Investor Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.

The fee set forth in Section I.A. of this 12b-1 Plan will be paid by
the Fund to TSSC unless and until either the 12b-1 Plan or the Distribution
Agreement is terminated or not renewed with respect to the Investor Shares. If
either the 12b-1 Plan or the Distribution Agreement is terminated or not renewed
with respect to the Investor Shares, any distribution expenses incurred by TSSC
on behalf of the Investor Shares of the Fund in excess of the payments of the
fees specified in Section I.A. hereof and the Distribution Agreement which TSSC
has received or accrued through the termination date are the sole responsibility
and liability of TSSC, and are not obligations of the Corporation.

II. EXPENDITURES OF THE DISTRIBUTOR

As Distributor of the Investor Shares of the Fund, TSSC may spend such
amounts as it deems appropriate on any activities or expenses primarily intended
to result in the sale of the Investor Shares of the Fund, including, but not
limited to: (a) compensation to employees of TSSC; (b) compensation to and
expenses, including overhead and telephone expenses, of TSSC and other selected
broker-dealers who engage in or support the distribution of shares; (c) the
costs of printing and distributing prospectuses, statements of additional
information and annual and interim reports of the Corporation for other than
existing shareholders; (d) the costs of preparing, printing and distributing
sales literature and advertising materials; (e) expenses relating to the
formulation and implementation of marketing strategies and promotional
activities such as direct mail promotions and television, radio, newspaper,
magazine and other mass media advertising; and (f) the costs of building and
maintaining a database of prospective shareholders and of obtaining such
information, analyses and reports with respect to marketing and promotional
activities and investor accounts as the Corporation may, from time to time,
deemed advisable.

III. REPORTS

TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts expended by TSSC with respect to the Investor Shares of the Fund under
this 12b-1 Plan and the Distribution Agreement and the purposes for which such
expenditures were made. TSSC shall submit only information regarding amounts
expended for "Distribution Activities," as defined in this Section III, to the
Board in support of the distribution fee payable hereunder.

For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or other entity of personal services and/or the maintenance of
shareholder accounts within the meaning of the definition of "service fee" for
purposes of Section 26(b) of the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. Overhead and other expenses of TSSC
related to its Distribution Activities, including telephone and other
communications expenses, may be included in the information regarding amounts
expended for "Distribution Activities."

IV. TERM

This 12b-1 Plan shall not become effective unless it first has been
approved:

A. by a vote of at least a majority of the outstanding voting
securities of the Investor Shares of the Fund (which may consist
of the initial sole shareholder); and

B. by votes of a majority of both: (a) the Board; and (b) those
Directors of the Corporation who are not "interested persons"
of the Corporation and have no direct or indirect financial
interest in the operation of this 12b-1 Plan or any agreements
related thereto (the "Independent Directors"), cast in person
at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's
taking effect with respect to the Investor Shares of the Fund
have reached the conclusion required by Rule 12b-1(e) under
the 1940 Act.

If approved as set forth above, this Plan shall continue thereafter in
full force and effect with respect to the Investor Shares of the Fund for so
long as such continuance is specifically approved at least annually in the
manner provided for approval of this 12b-1 Plan in this Section IV.B.

V. TERMINATION

This 12b-1 Plan may be terminated at any time without penalty by vote
of a majority of the Independent Directors or by vote of a majority of the
outstanding voting securities of the Investor Shares of the Fund.

VI. AMENDMENTS

This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Investor Shares
of the Fund, and may not be amended in any other material respect unless
approved in the manner provided for approval and annual renewal in Section IV.B.
hereof.

VII. INDEPENDENT DIRECTORS

While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.

VIII. DEFINITIONS

As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.

IX. RECORDS

The Corporation shall preserve copies of this 12b-1 Plan (including any
amendments thereto) and any related agreements and all reports made pursuant to
Section III hereof for a period of not less than six (6) years from the date of
this 12b-1 Plan, the first two years in an easily accessible place.

X. SEVERABILITY

If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.

<PAGE>

IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.

Date:_________________

TRANSAMERICA INVESTORS, INC.

By:
Title:
Attest:

<PAGE>

INVESTOR SHARES
TRANSAMERICA PREMIER HIGH YIELD BOND FUND
A SERIES OF
TRANSAMERICA INVESTORS, INC.

PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Investor Shares of Transamerica Premier High Yield Bond Fund (the "Fund"), a
series of shares of the Corporation; and

NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Investor Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.

I. COMPENSATION

A. The Fund is authorized to pay to TSSC, as compensation for TSSC's
services as Distributor of the Investor Shares of the Fund, a distribution fee
at the rate of 0.25% on an annualized basis of the average daily net assets of
the Fund's Investor Shares. Such fee shall be calculated and accrued daily and
paid monthly or at such other intervals as the Corporation and the Distributor
agree.

<PAGE>

II. EXPENDITURES OF THE DISTRIBUTOR

III. REPORTS

IV. TERM

This 12b-1 Plan shall not become effective unless it first has been
approved:

A. by a vote of at least a majority of the outstanding voting
securities of the Investor Shares of the Fund (which may consist
of the initial sole shareholder); and

V. TERMINATION

VI. AMENDMENTS

VII. INDEPENDENT DIRECTORS

While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.

VIII. DEFINITIONS

As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.

IX. RECORDS

X. SEVERABILITY

If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.

<PAGE>

IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.

Date:_________________

TRANSAMERICA INVESTORS, INC.

By:
Title:
Attest:

<PAGE>

INVESTOR SHARES
TRANSAMERICA PREMIER CASH RESERVE FUND
A SERIES OF
TRANSAMERICA INVESTORS, INC.

PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Investor Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.

I. COMPENSATION

B. The Fund may pay a distribution fee to TSSC at a rate that is lower
than the rate specified in Section I.A. of this 12b-1 Plan, as agreed upon
by the Corporation and TSSC and as approved in the manner specified in
Section IV.B. of this 12b-1 Plan.

<PAGE>

The fee set forth in Section I.A. of this 12b-1 Plan will be paid by
the Fund to TSSC unless and until the 12b-1 Plan is terminated or not renewed
with respect to the Investor Shares. If the 12b-1 Plan is terminated or not
renewed with respect to the Investor Shares, any distribution expenses incurred
by TSSC on behalf of the Investor Shares of the Fund in excess of the payments
of the fees specified in Section I.A. hereof which TSSC has received or accrued
through the termination date are the sole responsibility and liability of TSSC,
and are not obligations of the Corporation.

II. EXPENDITURES OF THE DISTRIBUTOR

III. REPORTS

For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or another entity of personal services and/or the maintenance
of shareholder accounts within the meaning of the definition of "service fee"
for purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."

IV. TERM

This 12b-1 Plan shall not become effective unless it first has been
approved:

A. by a vote of at least a majority of the outstanding voting
securities of the Investor Shares of the Fund (which may consist
of the initial sole shareholder); and

V. TERMINATION

VI. AMENDMENTS

VII. INDEPENDENT DIRECTORS

While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.

VIII. DEFINITIONS

As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.

IX. RECORDS

X. SEVERABILITY

If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.

<PAGE>

IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.

Date:_________________

TRANSAMERICA INVESTORS, INC.

By:
Title:
Attest:

<PAGE>

INVESTOR SHARES
TRANSAMERICA PREMIER EQUITY FUND
A SERIES OF
TRANSAMERICA INVESTORS, INC.

PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Investor Shares of Transamerica Premier Equity Fund (the "Fund"), a series of
shares of the Corporation; and

NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Investor Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.

I. COMPENSATION

<PAGE>

II. EXPENDITURES OF THE DISTRIBUTOR

III. REPORTS

For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or another entity of personal services and/or the maintenance
of shareholder accounts within the meaning of the definition of "service fee"
for purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."

IV. TERM

This 12b-1 Plan shall not become effective unless it first has been
approved:

A. by a vote of at least a majority of the outstanding voting
securities of the Investor Shares of the Fund (which may consist
of the initial sole shareholder); and

V. TERMINATION

VI. AMENDMENTS

VII. INDEPENDENT DIRECTORS

While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.

VIII. DEFINITIONS

As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.

IX. RECORDS

X. SEVERABILITY

If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.

<PAGE>

IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.

Date:_________________

TRANSAMERICA INVESTORS, INC.

By:
Title:
Attest:

<PAGE>

INVESTOR SHARES
TRANSAMERICA PREMIER HIGH YIELD BOND FUND
A SERIES OF
TRANSAMERICA INVESTORS, INC.

PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Investor Shares of Transamerica Premier High Yield Bond Fund (the "Fund"), a
series of shares of the Corporation; and

NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Investor Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.

I. COMPENSATION

<PAGE>

II. EXPENDITURES OF THE DISTRIBUTOR

III. REPORTS

For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or another entity of personal services and/or the maintenance
of shareholder accounts within the meaning of the definition of "service fee"
for purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."

IV. TERM

This 12b-1 Plan shall not become effective unless it first has been
approved:

A. by a vote of at least a majority of the outstanding voting
securities of the Investor Shares of the Fund (which may consist
of the initial sole shareholder); and

V. TERMINATION

VI. AMENDMENTS

VII. INDEPENDENT DIRECTORS

While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.

VIII. DEFINITIONS

As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.

IX. RECORDS

X. SEVERABILITY

If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.

<PAGE>

IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.

Date:_________________

TRANSAMERICA INVESTORS, INC.

By:
Title:
Attest:

<PAGE>

INVESTOR SHARES
TRANSAMERICA PREMIER INDEX FUND
A SERIES OF
TRANSAMERICA INVESTORS, INC.

PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

WHEREAS, TRANSAMERICA INVESTORS, INC. (the "Corporation") is
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), as an open-end management investment company, and offers for sale to the
public shares of common stock; and

WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Investor Shares of Transamerica Premier Index Fund (the "Fund"), a series of
shares of the Corporation; and

NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Investor Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.

I. COMPENSATION

<PAGE>

- 5 - B. The Fund may pay a distribution fee to TSSC at a rate that is
lower than the rate specified in Section I.A. of this 12b-1 Plan, as agreed upon
by the Corporation and TSSC and as approved in the manner specified in Section
IV.B. of this 12b-1 Plan.

The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Investor
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Investor Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.

II. EXPENDITURES OF THE DISTRIBUTOR

III. REPORTS

For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or another entity of personal services and/or the maintenance
of shareholder accounts within the meaning of the definition of "service fee"
for purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."

IV. TERM

This 12b-1 Plan shall not become effective unless it first has been
approved:

A. by a vote of at least a majority of the outstanding voting
securities of the Investor Shares of the Fund (which may consist
of the initial sole shareholder); and

V. TERMINATION

VI. AMENDMENTS

VII. INDEPENDENT DIRECTORS

While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.

VIII. DEFINITIONS

As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.

IX. RECORDS

X. SEVERABILITY

If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.

<PAGE>

IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.

Date:_________________

TRANSAMERICA INVESTORS, INC.

By:
Title:
Attest:

<PAGE>

INVESTOR SHARES
TRANSAMERICA PREMIER SMALL COMPANY FUND
A SERIES OF
TRANSAMERICA INVESTORS, INC.

PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Investor Shares of Transamerica Premier Small Company Fund (the "Fund"), a
series of shares of the Corporation; and

NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Investor Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.

I. COMPENSATION

<PAGE>

- 9 -
The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Investor
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Investor Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.

II. EXPENDITURES OF THE DISTRIBUTOR

III. REPORTS

For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or another entity of personal services and/or the maintenance
of shareholder accounts within the meaning of the definition of "service fee"
for purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."

IV. TERM

This 12b-1 Plan shall not become effective unless it first has been
approved:

A. by a vote of at least a majority of the outstanding voting
securities of the Investor Shares of the Fund (which may consist
of the initial sole shareholder); and

V. TERMINATION

VI. AMENDMENTS

VII. INDEPENDENT DIRECTORS

While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.

VIII. DEFINITIONS

As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.

IX. RECORDS

X. SEVERABILITY

If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.

<PAGE>

IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.

Date:_________________

TRANSAMERICA INVESTORS, INC.

By:
Title:
Attest:

<PAGE>

INVESTOR SHARES
TRANSAMERICA PREMIER VALUE FUND
A SERIES OF
TRANSAMERICA INVESTORS, INC.

PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Investor Shares of Transamerica Premier Value Fund (the "Fund"), a series of
shares of the Corporation; and

NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Investor Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.

I. COMPENSATION

<PAGE>

II. EXPENDITURES OF THE DISTRIBUTOR

III. REPORTS

For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or another entity of personal services and/or the maintenance
of shareholder accounts within the meaning of the definition of "service fee"
for purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."

IV. TERM

This 12b-1 Plan shall not become effective unless it first has been
approved:

A. by a vote of at least a majority of the outstanding voting
securities of the Investor Shares of the Fund (which may consist
of the initial sole shareholder); and

V. TERMINATION

VI. AMENDMENTS

VII. INDEPENDENT DIRECTORS

While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.

VIII. DEFINITIONS

As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.

IX. RECORDS

X. SEVERABILITY

If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.

<PAGE>

IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.

Date:_________________

TRANSAMERICA INVESTORS, INC.

By:
Title:
Attest:

<PAGE>
- 2 -
Class A 12-b1

<PAGE>

CLASS A SHARES
TRANSAMERICA PREMIER CASH RESERVE FUND
A SERIES OF
TRANSAMERICA INVESTORS, INC.

PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Class A Shares of Transamerica Premier Cash Reserve Fund (the "Fund"), a series
of shares of the Corporation; and

NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class A Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.

I. COMPENSATION

A. The Fund is authorized to pay to TSSC a distribution fee at the rate
of 0.35% on an annualized basis of the average daily net assets of the Fund's
Class A Shares. Such fee shall be calculated and accrued daily and paid monthly
or at such other intervals as the Corporation and the Distributor agree.

<PAGE>

- 5 -
The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class A
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class A Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.

The fee set forth in Section I.A. of this 12b-1 Plan will be paid by
the Fund to TSSC unless and until either the 12b-1 Plan or the Distribution
Agreement is terminated or not renewed with respect to the Class A Shares. If
either the 12b-1 Plan or the Distribution Agreement is terminated or not renewed
with respect to the Class A Shares, any distribution expenses incurred by TSSC
on behalf of the Class A Shares of the Fund in excess of the payments of the
fees specified in Section I.A. hereof and the Distribution Agreement which TSSC
has received or accrued through the termination date are the sole responsibility
and liability of TSSC, and are not obligations of the Corporation.

II. EXPENDITURES OF THE DISTRIBUTOR

As Distributor of the Class A Shares of the Fund, TSSC may spend such
amounts as it deems appropriate on any activities or expenses primarily intended
to result in the sale of the Class A Shares of the Fund, including, but not
limited to: (a) compensation to employees of TSSC; (b) compensation to and
expenses, including overhead and telephone expenses, of TSSC and other selected
broker-dealers who engage in or support the distribution of shares; (c) the
costs of printing and distributing prospectuses, statements of additional
information and annual and interim reports of the Corporation for other than
existing shareholders; (d) the costs of preparing, printing and distributing
sales literature and advertising materials; (e) expenses relating to the
formulation and implementation of marketing strategies and promotional
activities such as direct mail promotions and television, radio, newspaper,
magazine and other mass media advertising; and (f) the costs of building and
maintaining a database of prospective shareholders and of obtaining such
information, analyses and reports with respect to marketing and promotional
activities and investor accounts as the Corporation may, from time to time,
deemed advisable.

III. REPORTS

TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts expended by TSSC with respect to the Class A Shares of the Fund under
this 12b-1 Plan and the Distribution Agreement and the purposes for which such
expenditures were made. TSSC shall submit only information regarding amounts
expended for "Distribution Activities," as defined in this Section III, to the
Board in support of the distribution fee payable hereunder.

For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or other entity of personal services and/or the maintenance of
shareholder accounts within the meaning of the definition of "service fee" for
purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."

IV. TERM

This 12b-1 Plan shall not become effective unless it first has been
approved:

A. by a vote of at least a majority of the outstanding voting
securities of the Class A Shares of the Fund (which may consist
of the initial sole shareholder); and

B. by votes of a majority of both: (a) the Board; and (b) those
Directors of the Corporation who are not "interested persons"
of the Corporation and have no direct or indirect financial
interest in the operation of this 12b-1 Plan or any agreements
related thereto (the "Independent Directors"), cast in person
at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's
taking effect with respect to the Class A Shares of the Fund
have reached the conclusion required by Rule 12b-1(e) under
the 1940 Act.

If approved as set forth above, this Plan shall continue thereafter in
full force and effect with respect to the Class A Shares of the Fund for so long
as such continuance is specifically approved at least annually in the manner
provided for approval of this 12b-1 Plan in this Section IV.B.

V. TERMINATION

This 12b-1 Plan may be terminated at any time without penalty by vote
of a majority of the Independent Directors or by vote of a majority of the
outstanding voting securities of the Class A Shares of the Fund.

VI. AMENDMENTS

This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class A Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.

VII. INDEPENDENT DIRECTORS

While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.

VIII. DEFINITIONS

As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.

IX. RECORDS

X. SEVERABILITY

If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.

<PAGE>

IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.

Date:_________________

TRANSAMERICA INVESTORS, INC.

By:
Title:
Attest:

<PAGE>

CLASS A SHARES
TRANSAMERICA PREMIER EQUITY FUND
A SERIES OF
TRANSAMERICA INVESTORS, INC.

PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Class A Shares of Transamerica Premier Equity Fund (the "Fund"), a series of
shares of the Corporation; and

NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class A Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.

I. COMPENSATION

<PAGE>

- 5 -
The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class A
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class A Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.

The fee set forth in Section I.A. of this 12b-1 Plan will be paid by
the Fund to TSSC unless and until either the 12b-1 Plan or the Distribution
Agreement is terminated or not renewed with respect to the Class A Shares. If
either the 12b-1 Plan or the Distribution Agreement is terminated or not renewed
with respect to the Class A Shares, any distribution expenses incurred by TSSC
on behalf of the Class A Shares of the Fund in excess of the payments of the
fees specified in Section I.A. hereof and the Distribution Agreement which TSSC
has received or accrued through the termination date are the sole responsibility
and liability of TSSC, and are not obligations of the Corporation.

II. EXPENDITURES OF THE DISTRIBUTOR

III. REPORTS

TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts expended by TSSC with respect to the Class A Shares of the Fund under
this 12b-1 Plan and the Distribution Agreement and the purposes for which such
expenditures were made. TSSC shall submit only information regarding amounts
expended for "Distribution Activities," as defined in this Section III, to the
Board in support of the distribution fee payable hereunder.

For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or other entity of personal services and/or the maintenance of
shareholder accounts within the meaning of the definition of "service fee" for
purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."

IV. TERM

This 12b-1 Plan shall not become effective unless it first has been
approved:

A. by a vote of at least a majority of the outstanding voting
securities of the Class A Shares of the Fund (which may consist
of the initial sole shareholder); and

B. by votes of a majority of both: (a) the Board; and (b) those
Directors of the Corporation who are not "interested persons"
of the Corporation and have no direct or indirect financial
interest in the operation of this 12b-1 Plan or any agreements
related thereto (the "Independent Directors"), cast in person
at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's
taking effect with respect to the Class A Shares of the Fund
have reached the conclusion required by Rule 12b-1(e) under
the 1940 Act.

V. TERMINATION

VI. AMENDMENTS

This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class A Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.

VII. INDEPENDENT DIRECTORS

While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.

VIII. DEFINITIONS

As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.

IX. RECORDS

X. SEVERABILITY

If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.

<PAGE>

IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.

Date:_________________

TRANSAMERICA INVESTORS, INC.

By:
Title:
Attest:

<PAGE>

CLASS A SHARES
TRANSAMERICA PREMIER HIGH YIELD BOND FUND
A SERIES OF
TRANSAMERICA INVESTORS, INC.

PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Class A Shares of Transamerica Premier High Yield Bond Fund (the "Fund"), a
series of shares of the Corporation; and

NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class A Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.

I. COMPENSATION

<PAGE>

- 5 -
The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class A
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class A Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.

The fee set forth in Section I.A. of this 12b-1 Plan will be paid by
the Fund to TSSC unless and until either the 12b-1 Plan or the Distribution
Agreement is terminated or not renewed with respect to the Class A Shares. If
either the 12b-1 Plan or the Distribution Agreement is terminated or not renewed
with respect to the Class A Shares, any distribution expenses incurred by TSSC
on behalf of the Class A Shares of the Fund in excess of the payments of the
fees specified in Section I.A. hereof and the Distribution Agreement which TSSC
has received or accrued through the termination date are the sole responsibility
and liability of TSSC, and are not obligations of the Corporation.

II. EXPENDITURES OF THE DISTRIBUTOR

III. REPORTS

TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts expended by TSSC with respect to the Class A Shares of the Fund under
this 12b-1 Plan and the Distribution Agreement and the purposes for which such
expenditures were made. TSSC shall submit only information regarding amounts
expended for "Distribution Activities," as defined in this Section III, to the
Board in support of the distribution fee payable hereunder.

For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or other entity of personal services and/or the maintenance of
shareholder accounts within the meaning of the definition of "service fee" for
purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."

IV. TERM

This 12b-1 Plan shall not become effective unless it first has been
approved:

A. by a vote of at least a majority of the outstanding voting
securities of the Class A Shares of the Fund (which may consist
of the initial sole shareholder); and

B. by votes of a majority of both: (a) the Board; and (b) those
Directors of the Corporation who are not "interested persons"
of the Corporation and have no direct or indirect financial
interest in the operation of this 12b-1 Plan or any agreements
related thereto (the "Independent Directors"), cast in person
at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's
taking effect with respect to the Class A Shares of the Fund
have reached the conclusion required by Rule 12b-1(e) under
the 1940 Act.

V. TERMINATION

VI. AMENDMENTS

This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class A Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.

VII. INDEPENDENT DIRECTORS

While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.

VIII. DEFINITIONS

As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.

IX. RECORDS

X. SEVERABILITY

If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.

<PAGE>

IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.

Date:_________________

TRANSAMERICA INVESTORS, INC.

By:
Title:
Attest:

<PAGE>

CLASS A SHARES
TRANSAMERICA PREMIER INDEX FUND
A SERIES OF
TRANSAMERICA INVESTORS, INC.

PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

WHEREAS, TRANSAMERICA INVESTORS, INC. (the "Corporation") is
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), as an open-end management investment company, and offers for sale to the
public shares of beneficial interest; and

WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Class A Shares of Transamerica Premier Index Fund (the "Fund"), a series of
shares of the Corporation; and

NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class A Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.

I. COMPENSATION

<PAGE>

- 7 - B. The Fund may pay a distribution fee to TSSC at a rate that is
lower than the rate specified in Section I.A. of this 12b-1 Plan, as agreed upon
by the Corporation and TSSC and as approved in the manner specified in Section
IV.B. of this 12b-1 Plan.

<PAGE>

The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class A
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class A Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.

The fee set forth in Section I.A. of this 12b-1 Plan will be paid by
the Fund to TSSC unless and until either the 12b-1 Plan or the Distribution
Agreement is terminated or not renewed with respect to the Class A Shares. If
either the 12b-1 Plan or the Distribution Agreement is terminated or not renewed
with respect to the Class A Shares, any distribution expenses incurred by TSSC
on behalf of the Class A Shares of the Fund in excess of the payments of the
fees specified in Section I.A. hereof and the Distribution Agreement which TSSC
has received or accrued through the termination date are the sole responsibility
and liability of TSSC, and are not obligations of the Corporation.

II. EXPENDITURES OF THE DISTRIBUTOR

III. REPORTS

TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts expended by TSSC with respect to the Class A Shares of the Fund under
this 12b-1 Plan and the Distribution Agreement and the purposes for which such
expenditures were made. TSSC shall submit only information regarding amounts
expended for "Distribution Activities," as defined in this Section III, to the
Board in support of the distribution fee payable hereunder.

For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or other entity of personal services and/or the maintenance of
shareholder accounts within the meaning of the definition of "service fee" for
purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."

IV. TERM

This 12b-1 Plan shall not become effective unless it first has been
approved:

A. by a vote of at least a majority of the outstanding voting
securities of the Class A Shares of the Fund (which may consist
of the initial sole shareholder); and

B. by votes of a majority of both: (a) the Board; and (b) those
Directors of the Corporation who are not "interested persons"
of the Corporation and have no direct or indirect financial
interest in the operation of this 12b-1 Plan or any agreements
related thereto (the "Independent Directors"), cast in person
at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's
taking effect with respect to the Class A Shares of the Fund
have reached the conclusion required by Rule 12b-1(e) under
the 1940 Act.

V. TERMINATION

<PAGE>

VI. AMENDMENTS

This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class A Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.

VII. INDEPENDENT DIRECTORS

While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.

VIII. DEFINITIONS

As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.

IX. RECORDS

X. SEVERABILITY

If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.

<PAGE>

IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.

Date:_________________

TRANSAMERICA INVESTORS, INC.

By:
Title:
Attest:

<PAGE>

CLASS A SHARES
TRANSAMERICA PREMIER VALUE FUND
A SERIES OF
TRANSAMERICA INVESTORS, INC.

PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Class A Shares of Transamerica Premier Value Fund (the "Fund"), a series of
shares of the Corporation; and

NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class A Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.

I. COMPENSATION

<PAGE>

- 5 -
The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class A
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class A Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.

The fee set forth in Section I.A. of this 12b-1 Plan will be paid by
the Fund to TSSC unless and until either the 12b-1 Plan or the Distribution
Agreement is terminated or not renewed with respect to the Class A Shares. If
either the 12b-1 Plan or the Distribution Agreement is terminated or not renewed
with respect to the Class A Shares, any distribution expenses incurred by TSSC
on behalf of the Class A Shares of the Fund in excess of the payments of the
fees specified in Section I.A. hereof and the Distribution Agreement which TSSC
has received or accrued through the termination date are the sole responsibility
and liability of TSSC, and are not obligations of the Corporation.

II. EXPENDITURES OF THE DISTRIBUTOR

III. REPORTS

TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts expended by TSSC with respect to the Class A Shares of the Fund under
this 12b-1 Plan and the Distribution Agreement and the purposes for which such
expenditures were made. TSSC shall submit only information regarding amounts
expended for "Distribution Activities," as defined in this Section III, to the
Board in support of the distribution fee payable hereunder.

For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or other entity of personal services and/or the maintenance of
shareholder accounts within the meaning of the definition of "service fee" for
purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."

IV. TERM

This 12b-1 Plan shall not become effective unless it first has been
approved:

A. by a vote of at least a majority of the outstanding voting
securities of the Class A Shares of the Fund (which may consist
of the initial sole shareholder); and

B. by votes of a majority of both: (a) the Board; and (b) those
Directors of the Corporation who are not "interested persons"
of the Corporation and have no direct or indirect financial
interest in the operation of this 12b-1 Plan or any agreements
related thereto (the "Independent Directors"), cast in person
at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's
taking effect with respect to the Class A Shares of the Fund
have reached the conclusion required by Rule 12b-1(e) under
the 1940 Act.

V. TERMINATION

VI. AMENDMENTS

This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class A Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.

VII. INDEPENDENT DIRECTORS

While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.

VIII. DEFINITIONS

As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.

IX. RECORDS

X. SEVERABILITY

If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.

<PAGE>

IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.

Date:_________________

TRANSAMERICA INVESTORS, INC.

By:
Title:
Attest:

<PAGE>

CLASS A SHARES
TRANSAMERICA PREMIER CASH RESERVE FUND
A SERIES OF
TRANSAMERICA INVESTORS, INC.

PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class A Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.

I. COMPENSATION

<PAGE>

- 5 -
The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class A
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class A Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.

The fee set forth in Section I.A. of this 12b-1 Plan will be paid by
the Fund to TSSC unless and until the 12b-1 Plan is terminated or not renewed
with respect to the Class A Shares. If the 12b-1 Plan is terminated or not
renewed with respect to the Class A Shares, any distribution expenses incurred
by TSSC on behalf of the Class A Shares of the Fund in excess of the payments of
the fees specified in Section I.A. hereof which TSSC has received or accrued
through the termination date are the sole responsibility and liability of TSSC,
and are not obligations of the Corporation.

II. EXPENDITURES OF THE DISTRIBUTOR

III. REPORTS

TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts expended by TSSC with respect to the Class A Shares of the Fund under
this 12b-1 Plan and the Distribution Agreement and the purposes for which such
expenditures were made. TSSC shall submit only information regarding amounts
expended for "Distribution Activities," as defined in this Section III, to the
Board in support of the distribution fee payable hereunder.

For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or another entity of personal services and/or the maintenance
of shareholder accounts within the meaning of the definition of "service fee"
for purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."

IV. TERM

This 12b-1 Plan shall not become effective unless it first has been
approved:

A. by a vote of at least a majority of the outstanding voting
securities of the Class A Shares of the Fund (which may consist
of the initial sole shareholder); and

B. by votes of a majority of both: (a) the Board; and (b) those
Directors of the Corporation who are not "interested persons"
of the Corporation and have no direct or indirect financial
interest in the operation of this 12b-1 Plan or any agreements
related thereto (the "Independent Directors"), cast in person
at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's
taking effect with respect to the Class A Shares of the Fund
have reached the conclusion required by Rule 12b-1(e) under
the 1940 Act.

V. TERMINATION

VI. AMENDMENTS

This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class A Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.

VII. INDEPENDENT DIRECTORS

While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.

VIII. DEFINITIONS

As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.

IX. RECORDS

X. SEVERABILITY

If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.

<PAGE>

IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.

Date:_________________

TRANSAMERICA INVESTORS, INC.

By:
Title:
Attest:

<PAGE>

CLASS A SHARES
TRANSAMERICA PREMIER EQUITY FUND
A SERIES OF
TRANSAMERICA INVESTORS, INC.

PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Class A Shares of Transamerica Premier Equity Fund (the "Fund"), a series of
shares of the Corporation; and

NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class A Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.

I. COMPENSATION

<PAGE>

- 5 -
The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class A
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class A Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.

II. EXPENDITURES OF THE DISTRIBUTOR

III. REPORTS

TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts expended by TSSC with respect to the Class A Shares of the Fund under
this 12b-1 Plan and the Distribution Agreement and the purposes for which such
expenditures were made. TSSC shall submit only information regarding amounts
expended for "Distribution Activities," as defined in this Section III, to the
Board in support of the distribution fee payable hereunder.

For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or another entity of personal services and/or the maintenance
of shareholder accounts within the meaning of the definition of "service fee"
for purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."

IV. TERM

This 12b-1 Plan shall not become effective unless it first has been
approved:

A. by a vote of at least a majority of the outstanding voting
securities of the Class A Shares of the Fund (which may consist
of the initial sole shareholder); and

B. by votes of a majority of both: (a) the Board; and (b) those
Directors of the Corporation who are not "interested persons"
of the Corporation and have no direct or indirect financial
interest in the operation of this 12b-1 Plan or any agreements
related thereto (the "Independent Directors"), cast in person
at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's
taking effect with respect to the Class A Shares of the Fund
have reached the conclusion required by Rule 12b-1(e) under
the 1940 Act.

V. TERMINATION

VI. AMENDMENTS

This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class A Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.

VII. INDEPENDENT DIRECTORS

While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.

VIII. DEFINITIONS

As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.

IX. RECORDS

X. SEVERABILITY

If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.

<PAGE>

IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.

Date:_________________

TRANSAMERICA INVESTORS, INC.

By:
Title:
Attest:

<PAGE>

CLASS A SHARES
TRANSAMERICA PREMIER HIGH YIELD BOND FUND
A SERIES OF
TRANSAMERICA INVESTORS, INC.

PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Class A Shares of Transamerica Premier High Yield Bond Fund (the "Fund"), a
series of shares of the Corporation; and

NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class A Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.

I. COMPENSATION

<PAGE>

- 5 -
The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class A
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class A Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.

II. EXPENDITURES OF THE DISTRIBUTOR

III. REPORTS

TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts expended by TSSC with respect to the Class A Shares of the Fund under
this 12b-1 Plan and the Distribution Agreement and the purposes for which such
expenditures were made. TSSC shall submit only information regarding amounts
expended for "Distribution Activities," as defined in this Section III, to the
Board in support of the distribution fee payable hereunder.

For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or another entity of personal services and/or the maintenance
of shareholder accounts within the meaning of the definition of "service fee"
for purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."

IV. TERM

This 12b-1 Plan shall not become effective unless it first has been
approved:

A. by a vote of at least a majority of the outstanding voting
securities of the Class A Shares of the Fund (which may consist
of the initial sole shareholder); and

B. by votes of a majority of both: (a) the Board; and (b) those
Directors of the Corporation who are not "interested persons"
of the Corporation and have no direct or indirect financial
interest in the operation of this 12b-1 Plan or any agreements
related thereto (the "Independent Directors"), cast in person
at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's
taking effect with respect to the Class A Shares of the Fund
have reached the conclusion required by Rule 12b-1(e) under
the 1940 Act.

V. TERMINATION

VI. AMENDMENTS

This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class A Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.

VII. INDEPENDENT DIRECTORS

While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.

VIII. DEFINITIONS

As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.

IX. RECORDS

X. SEVERABILITY

If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.

<PAGE>

IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.

Date:_________________

TRANSAMERICA INVESTORS, INC.

By:
Title:
Attest:

<PAGE>

CLASS A SHARES
TRANSAMERICA PREMIER HIGH YIELD BOND FUND
A SERIES OF
TRANSAMERICA INVESTORS, INC.

PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Class A Shares of Transamerica Premier High Yield Bond Fund (the "Fund"), a
series of shares of the Corporation; and

NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class A Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.

I. COMPENSATION

<PAGE>

- 5 -
The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class A
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class A Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.

The fee set forth in Section I.A. of this 12b-1 Plan will be paid by
the Fund to TSSC unless and until either the 12b-1 Plan or the Distribution
Agreement is terminated or not renewed with respect to the Class A Shares. If
either the 12b-1 Plan or the Distribution Agreement is terminated or not renewed
with respect to the Class A Shares, any distribution expenses incurred by TSSC
on behalf of the Class A Shares of the Fund in excess of the payments of the
fees specified in Section I.A. hereof and the Distribution Agreement which TSSC
has received or accrued through the termination date are the sole responsibility
and liability of TSSC, and are not obligations of the Corporation.

II. EXPENDITURES OF THE DISTRIBUTOR

III. REPORTS

TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts expended by TSSC with respect to the Class A Shares of the Fund under
this 12b-1 Plan and the Distribution Agreement and the purposes for which such
expenditures were made. TSSC shall submit only information regarding amounts
expended for "Distribution Activities," as defined in this Section III, to the
Board in support of the distribution fee payable hereunder.

For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or other entity of personal services and/or the maintenance of
shareholder accounts within the meaning of the definition of "service fee" for
purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."

IV. TERM

This 12b-1 Plan shall not become effective unless it first has been
approved:

A. by a vote of at least a majority of the outstanding voting
securities of the Class A Shares of the Fund (which may consist
of the initial sole shareholder); and

B. by votes of a majority of both: (a) the Board; and (b) those
Directors of the Corporation who are not "interested persons"
of the Corporation and have no direct or indirect financial
interest in the operation of this 12b-1 Plan or any agreements
related thereto (the "Independent Directors"), cast in person
at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's
taking effect with respect to the Class A Shares of the Fund
have reached the conclusion required by Rule 12b-1(e) under
the 1940 Act.

V. TERMINATION

VI. AMENDMENTS

This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class A Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.

VII. INDEPENDENT DIRECTORS

While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.

VIII. DEFINITIONS

As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.

IX. RECORDS

X. SEVERABILITY

If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.

<PAGE>

IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.

Date:_________________

TRANSAMERICA INVESTORS, INC.

By:
Title:
Attest:

<PAGE>

CLASS A SHARES
TRANSAMERICA PREMIER INDEX FUND
A SERIES OF
TRANSAMERICA INVESTORS, INC.

PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

WHEREAS, TRANSAMERICA INVESTORS, INC. (the "Corporation") is
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), as an open-end management investment company, and offers for sale to the
public shares of common stock; and

WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Class A Shares of Transamerica Premier Index Fund (the "Fund"), a series of
shares of the Corporation; and

NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class A Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.

I. COMPENSATION

<PAGE>

The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class A
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class A Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.

II. EXPENDITURES OF THE DISTRIBUTOR

III. REPORTS

TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts expended by TSSC with respect to the Class A Shares of the Fund under
this 12b-1 Plan and the Distribution Agreement and the purposes for which such
expenditures were made. TSSC shall submit only information regarding amounts
expended for "Distribution Activities," as defined in this Section III, to the
Board in support of the distribution fee payable hereunder.

For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or another entity of personal services and/or the maintenance
of shareholder accounts within the meaning of the definition of "service fee"
for purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."

IV. TERM

This 12b-1 Plan shall not become effective unless it first has been
approved:

A. by a vote of at least a majority of the outstanding voting
securities of the Class A Shares of the Fund (which may consist
of the initial sole shareholder); and

B. by votes of a majority of both: (a) the Board; and (b) those
Directors of the Corporation who are not "interested persons"
of the Corporation and have no direct or indirect financial
interest in the operation of this 12b-1 Plan or any agreements
related thereto (the "Independent Directors"), cast in person
at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's
taking effect with respect to the Class A Shares of the Fund
have reached the conclusion required by Rule 12b-1(e) under
the 1940 Act.

V. TERMINATION

<PAGE>

VI. AMENDMENTS

This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class A Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.

VII. INDEPENDENT DIRECTORS

While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.

VIII. DEFINITIONS

As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.

IX. RECORDS

X. SEVERABILITY

If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.

<PAGE>

IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.

Date:_________________

TRANSAMERICA INVESTORS, INC.

By:
Title:
Attest:

<PAGE>

CLASS A SHARES
TRANSAMERICA PREMIER SMALL COMPANY FUND
A SERIES OF
TRANSAMERICA INVESTORS, INC.

PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Class A Shares of Transamerica Premier Small Company Fund (the "Fund"), a series
of shares of the Corporation; and

NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class A Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.

I. COMPENSATION

<PAGE>

- 5 -
The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class A
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class A Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.

II. EXPENDITURES OF THE DISTRIBUTOR

III. REPORTS

TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts expended by TSSC with respect to the Class A Shares of the Fund under
this 12b-1 Plan and the Distribution Agreement and the purposes for which such
expenditures were made. TSSC shall submit only information regarding amounts
expended for "Distribution Activities," as defined in this Section III, to the
Board in support of the distribution fee payable hereunder.

For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or another entity of personal services and/or the maintenance
of shareholder accounts within the meaning of the definition of "service fee"
for purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."

IV. TERM

This 12b-1 Plan shall not become effective unless it first has been
approved:

A. by a vote of at least a majority of the outstanding voting
securities of the Class A Shares of the Fund (which may consist
of the initial sole shareholder); and

B. by votes of a majority of both: (a) the Board; and (b) those
Directors of the Corporation who are not "interested persons"
of the Corporation and have no direct or indirect financial
interest in the operation of this 12b-1 Plan or any agreements
related thereto (the "Independent Directors"), cast in person
at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's
taking effect with respect to the Class A Shares of the Fund
have reached the conclusion required by Rule 12b-1(e) under
the 1940 Act.

V. TERMINATION

VI. AMENDMENTS

This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class A Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.

VII. INDEPENDENT DIRECTORS

While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.

VIII. DEFINITIONS

As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.

IX. RECORDS

X. SEVERABILITY

If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.

<PAGE>

IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.

Date:_________________

TRANSAMERICA INVESTORS, INC.

By:
Title:
Attest:

<PAGE>

CLASS A SHARES
TRANSAMERICA PREMIER SMALL COMPANY FUND
A SERIES OF
TRANSAMERICA INVESTORS, INC.

PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Class A Shares of Transamerica Premier Small Company Fund (the "Fund"), a series
of shares of the Corporation; and

NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class A Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.

I. COMPENSATION

<PAGE>

- 9 -
The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class A
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class A Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.

The fee set forth in Section I.A. of this 12b-1 Plan will be paid by
the Fund to TSSC unless and until either the 12b-1 Plan or the Distribution
Agreement is terminated or not renewed with respect to the Class A Shares. If
either the 12b-1 Plan or the Distribution Agreement is terminated or not renewed
with respect to the Class A Shares, any distribution expenses incurred by TSSC
on behalf of the Class A Shares of the Fund in excess of the payments of the
fees specified in Section I.A. hereof and the Distribution Agreement which TSSC
has received or accrued through the termination date are the sole responsibility
and liability of TSSC, and are not obligations of the Corporation.

II. EXPENDITURES OF THE DISTRIBUTOR

III. REPORTS

TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts expended by TSSC with respect to the Class A Shares of the Fund under
this 12b-1 Plan and the Distribution Agreement and the purposes for which such
expenditures were made. TSSC shall submit only information regarding amounts
expended for "Distribution Activities," as defined in this Section III, to the
Board in support of the distribution fee payable hereunder.

For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or other entity of personal services and/or the maintenance of
shareholder accounts within the meaning of the definition of "service fee" for
purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."

IV. TERM

This 12b-1 Plan shall not become effective unless it first has been
approved:

A. by a vote of at least a majority of the outstanding voting
securities of the Class A Shares of the Fund (which may consist
of the initial sole shareholder); and

B. by votes of a majority of both: (a) the Board; and (b) those
Directors of the Corporation who are not "interested persons"
of the Corporation and have no direct or indirect financial
interest in the operation of this 12b-1 Plan or any agreements
related thereto (the "Independent Directors"), cast in person
at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's
taking effect with respect to the Class A Shares of the Fund
have reached the conclusion required by Rule 12b-1(e) under
the 1940 Act.

V. TERMINATION

VI. AMENDMENTS

This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class A Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.

VII. INDEPENDENT DIRECTORS

While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.

VIII. DEFINITIONS

As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.

IX. RECORDS

X. SEVERABILITY

If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.

<PAGE>

IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.

Date:_________________

TRANSAMERICA INVESTORS, INC.

By:
Title:
Attest:

<PAGE>

CLASS A SHARES
TRANSAMERICA PREMIER VALUE FUND
A SERIES OF
TRANSAMERICA INVESTORS, INC.

PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Class A Shares of Transamerica Premier Value Fund (the "Fund"), a series of
shares of the Corporation; and

NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class A Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.

I. COMPENSATION

<PAGE>

The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class A
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class A Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.

II. EXPENDITURES OF THE DISTRIBUTOR

III. REPORTS

TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts expended by TSSC with respect to the Class A Shares of the Fund under
this 12b-1 Plan and the Distribution Agreement and the purposes for which such
expenditures were made. TSSC shall submit only information regarding amounts
expended for "Distribution Activities," as defined in this Section III, to the
Board in support of the distribution fee payable hereunder.

For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or another entity of personal services and/or the maintenance
of shareholder accounts within the meaning of the definition of "service fee"
for purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."

IV. TERM

This 12b-1 Plan shall not become effective unless it first has been
approved:

A. by a vote of at least a majority of the outstanding voting
securities of the Class A Shares of the Fund (which may consist
of the initial sole shareholder); and

B. by votes of a majority of both: (a) the Board; and (b) those
Directors of the Corporation who are not "interested persons"
of the Corporation and have no direct or indirect financial
interest in the operation of this 12b-1 Plan or any agreements
related thereto (the "Independent Directors"), cast in person
at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's
taking effect with respect to the Class A Shares of the Fund
have reached the conclusion required by Rule 12b-1(e) under
the 1940 Act.

V. TERMINATION

VI. AMENDMENTS

This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class A Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.

VII. INDEPENDENT DIRECTORS

While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.

VIII. DEFINITIONS

As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.

IX. RECORDS

X. SEVERABILITY

If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.

<PAGE>

IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.

Date:_________________

TRANSAMERICA INVESTORS, INC.

By:
Title:
Attest:

<PAGE>
- 2 -
Class M Shares

<PAGE>

CLASS M SHARES
TRANSAMERICA PREMIER CASH RESERVE FUND
A SERIES OF
TRANSAMERICA INVESTORS, INC.

PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Class M Shares of Transamerica Premier Cash Reserve Fund (the "Fund"), a series
of shares of the Corporation; and

NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class M Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.

I. COMPENSATION

A. The Fund is authorized to pay to TSSC a distribution fee at the rate
of 0.60% on an annualized basis of the average daily net assets of the Fund's
Class M Shares. Such fee shall be calculated and accrued daily and paid monthly
or at such other intervals as the Corporation and the Distributor agree.

<PAGE>

- 5 -
The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class M
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class M Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.

The fee set forth in Section I.A. of this 12b-1 Plan will be paid by
the Fund to TSSC unless and until either the 12b-1 Plan or the Distribution
Agreement is terminated or not renewed with respect to the Class M Shares. If
either the 12b-1 Plan or the Distribution Agreement is terminated or not renewed
with respect to the Class M Shares, any distribution expenses incurred by TSSC
on behalf of the Class M Shares of the Fund in excess of the payments of the
fees specified in Section I.A. hereof and the Distribution Agreement which TSSC
has received or accrued through the termination date are the sole responsibility
and liability of TSSC, and are not obligations of the Corporation.

II. EXPENDITURES OF THE DISTRIBUTOR

As Distributor of the Class M Shares of the Fund, TSSC may spend such
amounts as it deems appropriate on any activities or expenses primarily intended
to result in the sale of the Class M Shares of the Fund, including, but not
limited to: (a) compensation to employees of TSSC; (b) compensation to and
expenses, including overhead and telephone expenses, of TSSC and other selected
broker-dealers who engage in or support the distribution of shares; (c) the
costs of printing and distributing prospectuses, statements of additional
information and annual and interim reports of the Corporation for other than
existing shareholders; (d) the costs of preparing, printing and distributing
sales literature and advertising materials; (e) expenses relating to the
formulation and implementation of marketing strategies and promotional
activities such as direct mail promotions and television, radio, newspaper,
magazine and other mass media advertising; and (f) the costs of building and
maintaining a database of prospective shareholders and of obtaining such
information, analyses and reports with respect to marketing and promotional
activities and investor accounts as the Corporation may, from time to time,
deemed advisable.

III. REPORTS

TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts expended by TSSC with respect to the Class M Shares of the Fund under
this 12b-1 Plan and the Distribution Agreement and the purposes for which such
expenditures were made. TSSC shall submit only information regarding amounts
expended for "Distribution Activities," as defined in this Section III, to the
Board in support of the distribution fee payable hereunder.

For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or other entity of personal services and/or the maintenance of
shareholder accounts within the meaning of the definition of "service fee" for
purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."

IV. TERM

This 12b-1 Plan shall not become effective unless it first has been
approved:

A. by a vote of at least a majority of the outstanding voting
securities of the Class M Shares of the Fund (which may consist
of the initial sole shareholder); and

B. by votes of a majority of both: (a) the Board; and (b) those
Directors of the Corporation who are not "interested persons"
of the Corporation and have no direct or indirect financial
interest in the operation of this 12b-1 Plan or any agreements
related thereto (the "Independent Directors"), cast in person
at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's
taking effect with respect to the Class M Shares of the Fund
have reached the conclusion required by Rule 12b-1(e) under
the 1940 Act.

If approved as set forth above, this Plan shall continue thereafter in
full force and effect with respect to the Class M Shares of the Fund for so long
as such continuance is specifically approved at least annually in the manner
provided for approval of this 12b-1 Plan in this Section IV.B.

V. TERMINATION

VI. AMENDMENTS

This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class M Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.

VII. INDEPENDENT DIRECTORS

While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.

VIII. DEFINITIONS

As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.

IX. RECORDS

X. SEVERABILITY

If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.

<PAGE>

IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.

Date:_________________

TRANSAMERICA INVESTORS, INC.

By:
Title:
Attest:

<PAGE>

CLASS M SHARES
TRANSAMERICA PREMIER EQUITY FUND
A SERIES OF
TRANSAMERICA INVESTORS, INC.

PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Class M Shares of Transamerica Premier Equity Fund (the "Fund"), a series of
shares of the Corporation; and

NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class M Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.

I. COMPENSATION

<PAGE>

- 5 -
The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class M
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class M Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.

The fee set forth in Section I.A. of this 12b-1 Plan will be paid by
the Fund to TSSC unless and until either the 12b-1 Plan or the Distribution
Agreement is terminated or not renewed with respect to the Class M Shares. If
either the 12b-1 Plan or the Distribution Agreement is terminated or not renewed
with respect to the Class M Shares, any distribution expenses incurred by TSSC
on behalf of the Class M Shares of the Fund in excess of the payments of the
fees specified in Section I.A. hereof and the Distribution Agreement which TSSC
has received or accrued through the termination date are the sole responsibility
and liability of TSSC, and are not obligations of the Corporation.

II. EXPENDITURES OF THE DISTRIBUTOR

III. REPORTS

TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts expended by TSSC with respect to the Class M Shares of the Fund under
this 12b-1 Plan and the Distribution Agreement and the purposes for which such
expenditures were made. TSSC shall submit only information regarding amounts
expended for "Distribution Activities," as defined in this Section III, to the
Board in support of the distribution fee payable hereunder.

For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or other entity of personal services and/or the maintenance of
shareholder accounts within the meaning of the definition of "service fee" for
purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."

IV. TERM

This 12b-1 Plan shall not become effective unless it first has been
approved:

A. by a vote of at least a majority of the outstanding voting
securities of the Class M Shares of the Fund (which may consist
of the initial sole shareholder); and

B. by votes of a majority of both: (a) the Board; and (b) those
Directors of the Corporation who are not "interested persons"
of the Corporation and have no direct or indirect financial
interest in the operation of this 12b-1 Plan or any agreements
related thereto (the "Independent Directors"), cast in person
at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's
taking effect with respect to the Class M Shares of the Fund
have reached the conclusion required by Rule 12b-1(e) under
the 1940 Act.

V. TERMINATION

VI. AMENDMENTS

This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class M Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.

VII. INDEPENDENT DIRECTORS

While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.

VIII. DEFINITIONS

As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.

IX. RECORDS

X. SEVERABILITY

If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.

<PAGE>

IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.

Date:_________________

TRANSAMERICA INVESTORS, INC.

By:
Title:
Attest:

<PAGE>

CLASS M SHARES
TRANSAMERICA PREMIER HIGH YIELD BOND FUND
A SERIES OF
TRANSAMERICA INVESTORS, INC.

PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Class M Shares of Transamerica Premier High Yield Bond Fund (the "Fund"), a
series of shares of the Corporation; and

NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class M Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.

I. COMPENSATION

<PAGE>

- 5 -
The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class M
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class M Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.

The fee set forth in Section I.A. of this 12b-1 Plan will be paid by
the Fund to TSSC unless and until either the 12b-1 Plan or the Distribution
Agreement is terminated or not renewed with respect to the Class M Shares. If
either the 12b-1 Plan or the Distribution Agreement is terminated or not renewed
with respect to the Class M Shares, any distribution expenses incurred by TSSC
on behalf of the Class M Shares of the Fund in excess of the payments of the
fees specified in Section I.A. hereof and the Distribution Agreement which TSSC
has received or accrued through the termination date are the sole responsibility
and liability of TSSC, and are not obligations of the Corporation.

II. EXPENDITURES OF THE DISTRIBUTOR

III. REPORTS

TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts expended by TSSC with respect to the Class M Shares of the Fund under
this 12b-1 Plan and the Distribution Agreement and the purposes for which such
expenditures were made. TSSC shall submit only information regarding amounts
expended for "Distribution Activities," as defined in this Section III, to the
Board in support of the distribution fee payable hereunder.

For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or other entity of personal services and/or the maintenance of
shareholder accounts within the meaning of the definition of "service fee" for
purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."

IV. TERM

This 12b-1 Plan shall not become effective unless it first has been
approved:

A. by a vote of at least a majority of the outstanding voting
securities of the Class M Shares of the Fund (which may consist
of the initial sole shareholder); and

B. by votes of a majority of both: (a) the Board; and (b) those
Directors of the Corporation who are not "interested persons"
of the Corporation and have no direct or indirect financial
interest in the operation of this 12b-1 Plan or any agreements
related thereto (the "Independent Directors"), cast in person
at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's
taking effect with respect to the Class M Shares of the Fund
have reached the conclusion required by Rule 12b-1(e) under
the 1940 Act.

V. TERMINATION

VI. AMENDMENTS

This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class M Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.

VII. INDEPENDENT DIRECTORS

While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.

VIII. DEFINITIONS

As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.

IX. RECORDS

X. SEVERABILITY

If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.

<PAGE>

IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.

Date:_________________

TRANSAMERICA INVESTORS, INC.

By:
Title:
Attest:

<PAGE>

CLASS M SHARES
TRANSAMERICA PREMIER INDEX FUND
A SERIES OF
TRANSAMERICA INVESTORS, INC.

PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

WHEREAS, TRANSAMERICA INVESTORS, INC. (the "Corporation") is
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), as an open-end management investment company, and offers for sale to the
public shares of beneficial interest; and

WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Class M Shares of Transamerica Premier Index Fund (the "Fund"), a series of
shares of the Corporation; and

NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class M Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.

I. COMPENSATION

<PAGE>

The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class M
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class M Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.

The fee set forth in Section I.A. of this 12b-1 Plan will be paid by
the Fund to TSSC unless and until either the 12b-1 Plan or the Distribution
Agreement is terminated or not renewed with respect to the Class M Shares. If
either the 12b-1 Plan or the Distribution Agreement is terminated or not renewed
with respect to the Class M Shares, any distribution expenses incurred by TSSC
on behalf of the Class M Shares of the Fund in excess of the payments of the
fees specified in Section I.A. hereof and the Distribution Agreement which TSSC
has received or accrued through the termination date are the sole responsibility
and liability of TSSC, and are not obligations of the Corporation.

II. EXPENDITURES OF THE DISTRIBUTOR

III. REPORTS

TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts expended by TSSC with respect to the Class M Shares of the Fund under
this 12b-1 Plan and the Distribution Agreement and the purposes for which such
expenditures were made. TSSC shall submit only information regarding amounts
expended for "Distribution Activities," as defined in this Section III, to the
Board in support of the distribution fee payable hereunder.

For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or other entity of personal services and/or the maintenance of
shareholder accounts within the meaning of the definition of "service fee" for
purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."

IV. TERM

This 12b-1 Plan shall not become effective unless it first has been
approved:

A. by a vote of at least a majority of the outstanding voting
securities of the Class M Shares of the Fund (which may consist
of the initial sole shareholder); and

B. by votes of a majority of both: (a) the Board; and (b) those
Directors of the Corporation who are not "interested persons"
of the Corporation and have no direct or indirect financial
interest in the operation of this 12b-1 Plan or any agreements
related thereto (the "Independent Directors"), cast in person
at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's
taking effect with respect to the Class M Shares of the Fund
have reached the conclusion required by Rule 12b-1(e) under
the 1940 Act.

V. TERMINATION

<PAGE>

VI. AMENDMENTS

This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class M Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.

VII. INDEPENDENT DIRECTORS

While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.

VIII. DEFINITIONS

As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.

IX. RECORDS

X. SEVERABILITY

If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.

<PAGE>

IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.

Date:_________________

TRANSAMERICA INVESTORS, INC.

By:
Title:
Attest:

<PAGE>

CLASS M SHARES
TRANSAMERICA PREMIER CASH RESERVE FUND
A SERIES OF
TRANSAMERICA INVESTORS, INC.

PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class M Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.

I. COMPENSATION

<PAGE>

- 5 -
The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class M
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class M Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.

The fee set forth in Section I.A. of this 12b-1 Plan will be paid by
the Fund to TSSC unless and until the 12b-1 Plan is terminated or not renewed
with respect to the Class M Shares. If the 12b-1 Plan is terminated or not
renewed with respect to the Class M Shares, any distribution expenses incurred
by TSSC on behalf of the Class M Shares of the Fund in excess of the payments of
the fees specified in Section I.A. hereof which TSSC has received or accrued
through the termination date are the sole responsibility and liability of TSSC,
and are not obligations of the Corporation.

II. EXPENDITURES OF THE DISTRIBUTOR

III. REPORTS

TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts expended by TSSC with respect to the Class M Shares of the Fund under
this 12b-1 Plan and the Distribution Agreement and the purposes for which such
expenditures were made. TSSC shall submit only information regarding amounts
expended for "Distribution Activities," as defined in this Section III, to the
Board in support of the distribution fee payable hereunder.

For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or another entity of personal services and/or the maintenance
of shareholder accounts within the meaning of the definition of "service fee"
for purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."

IV. TERM

This 12b-1 Plan shall not become effective unless it first has been
approved:

A. by a vote of at least a majority of the outstanding voting
securities of the Class M Shares of the Fund (which may consist
of the initial sole shareholder); and

B. by votes of a majority of both: (a) the Board; and (b) those
Directors of the Corporation who are not "interested persons"
of the Corporation and have no direct or indirect financial
interest in the operation of this 12b-1 Plan or any agreements
related thereto (the "Independent Directors"), cast in person
at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's
taking effect with respect to the Class M Shares of the Fund
have reached the conclusion required by Rule 12b-1(e) under
the 1940 Act.

V. TERMINATION

VI. AMENDMENTS

This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class M Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.

VII. INDEPENDENT DIRECTORS

While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.

VIII. DEFINITIONS

As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.

IX. RECORDS

X. SEVERABILITY

If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.

<PAGE>

IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.

Date:_________________

TRANSAMERICA INVESTORS, INC.

By:
Title:
Attest:

<PAGE>

CLASS M SHARES
TRANSAMERICA PREMIER EQUITY FUND
A SERIES OF
TRANSAMERICA INVESTORS, INC.

PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Class M Shares of Transamerica Premier Equity Fund (the "Fund"), a series of
shares of the Corporation; and

NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class M Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.

I. COMPENSATION

<PAGE>

- 5 -
The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class M
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class M Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.

II. EXPENDITURES OF THE DISTRIBUTOR

III. REPORTS

TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts expended by TSSC with respect to the Class M Shares of the Fund under
this 12b-1 Plan and the Distribution Agreement and the purposes for which such
expenditures were made. TSSC shall submit only information regarding amounts
expended for "Distribution Activities," as defined in this Section III, to the
Board in support of the distribution fee payable hereunder.

For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or another entity of personal services and/or the maintenance
of shareholder accounts within the meaning of the definition of "service fee"
for purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."

IV. TERM

This 12b-1 Plan shall not become effective unless it first has been
approved:

A. by a vote of at least a majority of the outstanding voting
securities of the Class M Shares of the Fund (which may consist
of the initial sole shareholder); and

B. by votes of a majority of both: (a) the Board; and (b) those
Directors of the Corporation who are not "interested persons"
of the Corporation and have no direct or indirect financial
interest in the operation of this 12b-1 Plan or any agreements
related thereto (the "Independent Directors"), cast in person
at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's
taking effect with respect to the Class M Shares of the Fund
have reached the conclusion required by Rule 12b-1(e) under
the 1940 Act.

V. TERMINATION

VI. AMENDMENTS

This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class M Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.

VII. INDEPENDENT DIRECTORS

While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.

VIII. DEFINITIONS

As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.

IX. RECORDS

X. SEVERABILITY

If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.

<PAGE>

IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.

Date:_________________

TRANSAMERICA INVESTORS, INC.

By:
Title:
Attest:

<PAGE>

CLASS M SHARES
TRANSAMERICA PREMIER HIGH YIELD BOND FUND
A SERIES OF
TRANSAMERICA INVESTORS, INC.

PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Class M Shares of Transamerica Premier High Yield Bond Fund (the "Fund"), a
series of shares of the Corporation; and

NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class M Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.

I. COMPENSATION

<PAGE>

- 5 -
The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class M
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class M Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.

II. EXPENDITURES OF THE DISTRIBUTOR

III. REPORTS

TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts expended by TSSC with respect to the Class M Shares of the Fund under
this 12b-1 Plan and the Distribution Agreement and the purposes for which such
expenditures were made. TSSC shall submit only information regarding amounts
expended for "Distribution Activities," as defined in this Section III, to the
Board in support of the distribution fee payable hereunder.

For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or another entity of personal services and/or the maintenance
of shareholder accounts within the meaning of the definition of "service fee"
for purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."

IV. TERM

This 12b-1 Plan shall not become effective unless it first has been
approved:

A. by a vote of at least a majority of the outstanding voting
securities of the Class M Shares of the Fund (which may consist
of the initial sole shareholder); and

B. by votes of a majority of both: (a) the Board; and (b) those
Directors of the Corporation who are not "interested persons"
of the Corporation and have no direct or indirect financial
interest in the operation of this 12b-1 Plan or any agreements
related thereto (the "Independent Directors"), cast in person
at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's
taking effect with respect to the Class M Shares of the Fund
have reached the conclusion required by Rule 12b-1(e) under
the 1940 Act.

V. TERMINATION

VI. AMENDMENTS

This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class M Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.

VII. INDEPENDENT DIRECTORS

While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.

VIII. DEFINITIONS

As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.

IX. RECORDS

X. SEVERABILITY

If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.

<PAGE>

IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.

Date:_________________

TRANSAMERICA INVESTORS, INC.

By:
Title:
Attest:

<PAGE>

CLASS M SHARES
TRANSAMERICA PREMIER INDEX FUND
A SERIES OF
TRANSAMERICA INVESTORS, INC.

PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

WHEREAS, TRANSAMERICA INVESTORS, INC. (the "Corporation") is
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), as an open-end management investment company, and offers for sale to the
public shares of common stock; and

WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Class M Shares of Transamerica Premier Index Fund (the "Fund"), a series of
shares of the Corporation; and

NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class M Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.

I. COMPENSATION

<PAGE>

The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class M
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class M Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.

II. EXPENDITURES OF THE DISTRIBUTOR

III. REPORTS

TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts expended by TSSC with respect to the Class M Shares of the Fund under
this 12b-1 Plan and the Distribution Agreement and the purposes for which such
expenditures were made. TSSC shall submit only information regarding amounts
expended for "Distribution Activities," as defined in this Section III, to the
Board in support of the distribution fee payable hereunder.

For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or another entity of personal services and/or the maintenance
of shareholder accounts within the meaning of the definition of "service fee"
for purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."

IV. TERM

This 12b-1 Plan shall not become effective unless it first has been
approved:

A. by a vote of at least a majority of the outstanding voting
securities of the Class M Shares of the Fund (which may consist
of the initial sole shareholder); and

B. by votes of a majority of both: (a) the Board; and (b) those
Directors of the Corporation who are not "interested persons"
of the Corporation and have no direct or indirect financial
interest in the operation of this 12b-1 Plan or any agreements
related thereto (the "Independent Directors"), cast in person
at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's
taking effect with respect to the Class M Shares of the Fund
have reached the conclusion required by Rule 12b-1(e) under
the 1940 Act.

V. TERMINATION

<PAGE>

VI. AMENDMENTS

This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class M Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.

VII. INDEPENDENT DIRECTORS

While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.

VIII. DEFINITIONS

As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.

IX. RECORDS

X. SEVERABILITY

If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.

<PAGE>

IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.

Date:_________________

TRANSAMERICA INVESTORS, INC.

By:
Title:
Attest:

<PAGE>

CLASS M SHARES
TRANSAMERICA PREMIER SMALL COMPANY FUND
A SERIES OF
TRANSAMERICA INVESTORS, INC.

PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Class M Shares of Transamerica Premier Small Company Fund (the "Fund"), a series
of shares of the Corporation; and

NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class M Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.

I. COMPENSATION

<PAGE>

- 9 -
The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class M
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class M Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.

II. EXPENDITURES OF THE DISTRIBUTOR

III. REPORTS

TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts expended by TSSC with respect to the Class M Shares of the Fund under
this 12b-1 Plan and the Distribution Agreement and the purposes for which such
expenditures were made. TSSC shall submit only information regarding amounts
expended for "Distribution Activities," as defined in this Section III, to the
Board in support of the distribution fee payable hereunder.

For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or another entity of personal services and/or the maintenance
of shareholder accounts within the meaning of the definition of "service fee"
for purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."

IV. TERM

This 12b-1 Plan shall not become effective unless it first has been
approved:

A. by a vote of at least a majority of the outstanding voting
securities of the Class M Shares of the Fund (which may consist
of the initial sole shareholder); and

B. by votes of a majority of both: (a) the Board; and (b) those
Directors of the Corporation who are not "interested persons"
of the Corporation and have no direct or indirect financial
interest in the operation of this 12b-1 Plan or any agreements
related thereto (the "Independent Directors"), cast in person
at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's
taking effect with respect to the Class M Shares of the Fund
have reached the conclusion required by Rule 12b-1(e) under
the 1940 Act.

V. TERMINATION

VI. AMENDMENTS

This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class M Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.

VII. INDEPENDENT DIRECTORS

While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.

VIII. DEFINITIONS

As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.

IX. RECORDS

X. SEVERABILITY

If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.

<PAGE>

IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.

Date:_________________

TRANSAMERICA INVESTORS, INC.

By:
Title:
Attest:

<PAGE>

CLASS M SHARES
TRANSAMERICA PREMIER VALUE FUND
A SERIES OF
TRANSAMERICA INVESTORS, INC.

PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

WHEREAS, the Corporation desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") applicable to the
Class M Shares of Transamerica Premier Value Fund (the "Fund"), a series of
shares of the Corporation; and

NOW, THEREFORE, the Corporation hereby adopts this 12b-1 Plan with
respect to the Class M Shares of the Fund in accordance with Rule 12b-1 under
the 1940 Act.

I. COMPENSATION

<PAGE>

The amount of the fees payable by the Fund to TSSC under Section I.A
hereof and the Distribution Agreement is not related directly to expenses
incurred by TSSC on behalf of the Fund in serving as Distributor of the Class M
Shares. Section II of this 12b-1 Plan and the Distribution Agreement do not
obligate the Corporation to reimburse TSSC for such expenses. If TSSC's expenses
with respect to the Class M Shares of the Fund exceed the fee set forth in
Section I.A. of this 12b-1 Plan, the Fund will not pay TSSC any additional fee.
Conversely, if such expenses of TSSC are less than the fee set forth in Section
I.A., TSSC shall be entitled to keep the excess fee.

II. EXPENDITURES OF THE DISTRIBUTOR

III. REPORTS

TSSC shall provide to the Board of Directors of the Corporation (the
"Board") and the Board shall review, at least quarterly, a written report of the
amounts expended by TSSC with respect to the Class M Shares of the Fund under
this 12b-1 Plan and the Distribution Agreement and the purposes for which such
expenditures were made. TSSC shall submit only information regarding amounts
expended for "Distribution Activities," as defined in this Section III, to the
Board in support of the distribution fee payable hereunder.

For purposes of this 12b-1 Plan, "Distribution Activities" shall mean
any activities in connection with TSSC's performance of its obligations under
this 12b-1 Plan or the Distribution Agreement that are not deemed "Service
Activities." "Service Activities" shall mean activities in connection with the
provision by TSSC or another entity of personal services and/or the maintenance
of shareholder accounts within the meaning of the definition of "service fee"
for purposes of Rule 2830(b) of the Conduct Rules of the National Association of
Securities Dealers, Inc. Overhead and other expenses of TSSC related to its
Distribution Activities, including telephone and other communications expenses,
may be included in the information regarding amounts expended for "Distribution
Activities."

IV. TERM

This 12b-1 Plan shall not become effective unless it first has been
approved:

A. by a vote of at least a majority of the outstanding voting
securities of the Class M Shares of the Fund (which may consist
of the initial sole shareholder); and

B. by votes of a majority of both: (a) the Board; and (b) those
Directors of the Corporation who are not "interested persons"
of the Corporation and have no direct or indirect financial
interest in the operation of this 12b-1 Plan or any agreements
related thereto (the "Independent Directors"), cast in person
at a meeting called for the purpose of voting on such
approval; and until the Directors who approve the 12b-1 Plan's
taking effect with respect to the Class M Shares of the Fund
have reached the conclusion required by Rule 12b-1(e) under
the 1940 Act.

V. TERMINATION

VI. AMENDMENTS

This 12b-1 Plan may not be amended to increase materially the amount of
fees provided for in Section I hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class M Shares of
the Fund, and may not be amended in any other material respect unless approved
in the manner provided for approval and annual renewal in Section IV.B. hereof.

VII. INDEPENDENT DIRECTORS

While this 12b-1 Plan is in effect, the selection and nomination of the
Independent Directors shall be committed to the discretion of the Independent
Directors.

VIII. DEFINITIONS

As used in this 12b-1 Plan, the terms "majority of the outstanding
voting securities" and "interested person" shall have the same meaning as those
terms have in the 1940 Act.

IX. RECORDS

X. SEVERABILITY

If any provision of this 12b-1 Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this 12b-1 Plan
shall not be affected thereby.

<PAGE>

IN WITNESS WHEREOF, the Corporation has executed this 12b-1 Plan on the
day and year set forth below.

Date:_________________

TRANSAMERICA INVESTORS, INC.

By:
Title:
Attest:

<PAGE>

Exhibit 23 (p) Powers of Attorney

<PAGE>
POWER OF ATTORNEY

The undersigned Director of Transamerica Investors, Inc., a Maryland
corporation (the "Corporation"), hereby constitutes and appoints James W.
Dederer, Reid A. Evers, Regina M. Fink, David M. Goldstein, William T. Miller,
and Gary U. Rolle' and each of them (with full power to each of them to act
alone), his true and lawful attorney-in-fact and agent, with full power of
substitution to each, for him and on his behalf and in his name, place and
stead, to execute and file any of the documents referred to below relating to
registrations under the Securities Act of 1933 (the "1933 Act") or the
Investment Company Act of 1940 (the "1940 Act"): registration statements on any
form or forms under the Securities Act of 1933 and under the Investment Company
Act of 1940, and any and all amendments and supplements thereto, with all
exhibits and all instruments necessary or appropriate in connection therewith,
each of said attorneys-in-fact and agents and his or their substitutes being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand, this
______ day of April, 2000.

------------------------------
Richard N. Latzer

<PAGE>

POWER OF ATTORNEY

The undersigned Director of Transamerica Investors, Inc., a Maryland
corporation (the "Corporation"), hereby constitutes and appoints James W.
Dederer, Reid A. Evers, Regina M. Fink, David M. Goldstein, Richard N. Latzer,
William T. Miller, and Gary U. Rolle' and each of them (with full power to each
of them to act alone), his true and lawful attorney-in-fact and agent, with full
power of substitution to each, for him and on his behalf and in his name, place
and stead, to execute and file any of the documents referred to below relating
to registrations under the Securities Act of 1933 (the "1933 Act") or the
Investment Company Act of 1940 (the "1940 Act"): registration statements on any
form or forms under the Securities Act of 1933 and under the Investment Company
Act of 1940, and any and all amendments and supplements thereto, with all
exhibits and all instruments necessary or appropriate in connection therewith,
each of said attorneys-in-fact and agents and his or their substitutes being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand, this
______ day of April, 2000.

------------------------------
Sidney E. Harris

<PAGE>

POWER OF ATTORNEY

The undersigned Director of Transamerica Investors, Inc., a Maryland
corporation (the "Corporation"), hereby constitutes and appoints James W.
Dederer, Reid A. Evers, Regina M. Fink, David M. Goldstein, Richard N. Latzer,
William T. Miller, and Gary U. Rolle' and each of them (with full power to each
of them to act alone), his true and lawful attorney-in-fact and agent, with full
power of substitution to each, for him and on his behalf and in his name, place
and stead, to execute and file any of the documents referred to below relating
to registrations under the Securities Act of 1933 (the "1933 Act") or the
Investment Company Act of 1940 (the "1940 Act"): registration statements on any
form or forms under the Securities Act of 1933 and under the Investment Company
Act of 1940, and any and all amendments and supplements thereto, with all
exhibits and all instruments necessary or appropriate in connection therewith,
each of said attorneys-in-fact and agents and his or their substitutes being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand, this
______ day of April, 2000.

------------------------------
Charles C. Reed

<PAGE>

POWER OF ATTORNEY

The undersigned Director of Transamerica Investors, Inc., a Maryland
corporation (the "Corporation"), hereby constitutes and appoints James W.
Dederer, Reid A. Evers, Regina M. Fink, David M. Goldstein, Richard N. Latzer,
William T. Miller, and Gary U. Rolle' and each of them (with full power to each
of them to act alone), his true and lawful attorney-in-fact and agent, with full
power of substitution to each, for him and on his behalf and in his name, place
and stead, to execute and file any of the documents referred to below relating
to registrations under the Securities Act of 1933 (the "1933 Act") or the
Investment Company Act of 1940 (the "1940 Act"): registration statements on any
form or forms under the Securities Act of 1933 and under the Investment Company
Act of 1940, and any and all amendments and supplements thereto, with all
exhibits and all instruments necessary or appropriate in connection therewith,
each of said attorneys-in-fact and agents and his or their substitutes being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand, this
______ day of April, 2000.

------------------------------
Carl R. Terzian

<PAGE>

POWER OF ATTORNEY

The undersigned Treasurer of Transamerica Investors, Inc., a Maryland
corporation (the "Corporation"), hereby constitutes and appoints James W.
Dederer, Reid A. Evers, Regina M. Fink, David M. Goldstein, Richard N. Latzer,
and Gary U. Rolle' and each of them (with full power to each of them to act
alone), his true and lawful attorney-in-fact and agent, with full power of
substitution to each, for him and on his behalf and in his name, place and
stead, to execute and file any of the documents referred to below relating to
registrations under the Securities Act of 1933 (the "1933 Act") or the
Investment Company Act of 1940 (the "1940 Act"): registration statements on any
form or forms under the Securities Act of 1933 and under the Investment Company
Act of 1940, and any and all amendments and supplements thereto, with all
exhibits and all instruments necessary or appropriate in connection therewith,
each of said attorneys-in-fact and agents and his or their substitutes being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand, this
______ day of April, 2000.

------------------------------
William T. Miller

<PAGE>