TRANSAMERICA OCCIDENTALS SEPARATE ACCOUNT FUND B, DEFS14A, 1999-05-21

TRANSAMERICA OCCIDENTALS SEPARATE ACCOUNT FUND B
DEFS14A, 1999-05-21

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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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

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

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

TRANSAMERICA OCCIDENTAL'S SEPARATE ACCOUNT FUND B
(Name of Registrant as Specified In Its Charter)

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

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

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

2) Aggregate number of securities to which transaction applies:

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

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

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

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

- --------------------------------------------------------------------------------
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May 20, 1999

Dear Transamerica Occidental's Separate Account Fund B Contract Owner:

The Board of Managers of Transamerica Occidental's Separate Account Fund B has
called a Special Meeting of Contract Owners to be held June 16, 1999. This
meeting is prompted by the merger agreement between Transamerica Corporation,
the parent company of the Fund's investment adviser and sub-adviser, and AEGON
N.V., one of the world's leading international insurance groups. We expect the
transaction to be completed in the next few months. However, you can rest
assured that it will not cause any disruptions in the services you currently
receive from Transamerica.

As a Contract Owner, you have the right to vote in person or by proxy at this
meeting. This mailing is to solicit your proxy.

The enclosed proxy materials provide information about the meeting and seek your
vote of approval of the new investment advisory and sub-advisory agreements for
Fund B and on other proposals. The enclosed materials explain that these new
agreements are identical to the existing agreements in all material respects. In
the course of representing your interests, the Board of Managers for Fund B has
evaluated and unanimously approved the proposals and recommends that you vote
"FOR" the new agreements and the other proposals.

Your vote is important and we encourage you to vote promptly. You may cast
your vote by marking the enclosed card, signing it and returning it in the
enclosed postage paid envelope. If you have any questions regarding the
proposals to be voted on or need assistance in completing your proxy card,
please contact our proxy solicitor, Georgeson & Company, at 800-223-2064, 8
a.m. to 8 p.m. Eastern time. If we have not received your vote prior to the
meeting date, you may be contacted by Georgeson. We hope that this contact will
not be an inconvenience to you.

We appreciate you taking the time to consider these important proposals.

Sincerely,

/s/ Sandra Brown

Sandra Brown, Vice President
Transamerica Occidental Life Insurance Company
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TRANSAMERICA OCCIDENTAL'S SEPARATE ACCOUNT FUND B
1150 SOUTH OLIVE STREET
LOS ANGELES, CA 90015
(800) 420-7749

NOTICE OF A SPECIAL MEETING OF CONTRACT OWNERS

To the Contract Owners:

Notice is hereby given that a Special Meeting of Contract Owners (the
"Special Meeting") of Transamerica Occidental's Separate Account Fund B (the
"Fund"), an insurance company separate account of Transamerica Occidental Life
Insurance Company, a California corporation ("TOLIC"), will be held on June 16,
1999, at 9 a.m. (Pacific Time), at the executive offices of TOLIC, 1150 South
Olive Street, Los Angeles, CA 90015. At the Special Meeting, you and the other
Contract Owners will be asked to consider and vote on the following matters:

1. To approve a new investment advisory agreement between TOLIC and the
Fund as discussed in Part I of the attached Proxy Statement.

2. To approve a new investment sub-advisory agreement relating to the Fund
between TOLIC and Transamerica Investment Services, Inc., as discussed
in Part II of the attached Proxy Statement.

3. To elect four members to the Board of Managers of the Fund, as
discussed in Part III of the attached Proxy Statement.

4. To ratify or reject the selection by the Board of Managers of Ernst &
Young LLP as independent public accountants to the Fund for the fiscal
year ending December 31, 1999, as discussed in Part IV of the attached
Proxy Statement.

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

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

By Order of the Board of Managers

/s/ Regina Fink

Regina M. Fink

Secretary

Los Angeles, California

May 20, 1999

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TRANSAMERICA OCCIDENTAL'S SEPARATE ACCOUNT FUND B
1150 SOUTH OLIVE STREET
LOS ANGELES, CA 90015
(800) 420-7749

PROXY STATEMENT

Transamerica Occidental's Separate Account Fund B (the "Fund") has issued
variable annuity contracts (the "Contracts"). Obligations under the Contracts
are obligations of Transamerica Occidental Life Insurance Company ("TOLIC"). The
owner of each Contract is referred to in this Proxy Statement as a "Contract
Owner" (collectively, the "Contract Owners").

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Managers (the "Board") of the Fund for use at the
Special Meeting of Contract Owners, to be held at the executive offices of
TOLIC, 1150 South Olive Street, Los Angeles, California 90015, on June 16, 1999
at 9 a.m. (Pacific Time), and at any and all adjournments thereof (the "Special
Meeting").

This Proxy Statement, the Notice of Special Meeting and the proxy card are
first being mailed to Contract Owners on or about May 21, 1999 or as soon as
practicable thereafter. Any Contract Owner giving a proxy has the power to
revoke it by mail (addressed to the Secretary at the principal executive office
of the Fund, c/o Transamerica Occidental Life Insurance Company, at the address
shown at the beginning of this Proxy Statement) or in person at the Special
Meeting, by executing a superseding proxy or by submitting a notice of
revocation to the Fund. All properly executed proxies received in time for the
Special Meeting will be voted as specified in the proxy or, if no specification
is made, in favor of the Proposals referred to in the Proxy Statement.

The presence at the Special Meeting, in person or by proxy, of the holders
of 33% of the votes entitled to be cast shall be necessary and sufficient to
constitute a quorum for the transaction of business. For purposes of determining
the presence of a quorum, abstentions and broker "nonvotes" will be counted as
present. Broker "nonvotes" occur when the Fund receives a proxy from a broker or
nominee who does not have discretionary power to vote on a particular matter and
the broker or nominee has not received instructions from the beneficial owner or
other person entitled to vote the Contracts represented by the proxy. Proposals
1 and 2 require the approval of a "majority of the outstanding voting
securities" of the Fund, as defined in the Investment Company Act of 1940, as
amended (the "1940 Act"). Abstentions and broker "nonvotes" will have the effect
of a vote against Proposals 1 and 2. See "Proposal 1 -- Required Vote" and
"Proposal 2 -- Required Vote." Proposal 3 requires a plurality vote for the
election of each Board member, and Proposal 4 requires a majority of the votes
cast at the Special Meeting for approval. Abstentions and broker nonvotes will
not be counted in favor of or against Proposals 3 and 4. See "Proposal
3 -- Required Vote" and "Proposal 4 -- Required Vote."

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

To be entitled to vote, a Contract Owner must have been a Contract Owner as
of the close of business on May 10, 1999 (the "Valuation Date"). Each eligible
Contract Owner, as to any matter on which such Contract Owner is entitled to
vote, on all business of the Special Meeting, will be entitled to cast a number
of votes that is calculated based, directly or indirectly, on such Contract's
Accumulation Account Value established on the Valuation Date. The Accumulation
Account for a Contract is the account maintained under the Contract comprising
all Accumulation Units purchased under the Contract and, if applicable, any Net
Deposit not yet applied to purchase Accumulation Units. If the Valuation Date is
prior to the date on

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which the first annuity payment is payable under a Contract (the "Retirement
Date" with respect to that Contract), the number of votes attributable to the
Contract will be the Contract's Accumulation Account Value as of the Valuation
Date divided by 100. If the Valuation Date is on or after a Contract's
Retirement Date, the number of votes attributable to the Contract will be the
amount of the reserve established as of the Valuation Date to meet variable
annuity obligations related to the Contract divided by 100. The number of votes
so calculated will be rounded to the nearest vote, although each Contract Owner
will have at least one vote. Contract Owners will be entitled to cast in the
aggregate 1,102,477 votes at the Special Meeting, calculated as of the Valuation
Date.

Appendix 1 sets forth the Contract Owners entitled to cast 5% or more of
the Fund's votes. To the best of the Fund's knowledge, as of May 10, 1999, no
Contract Owner was entitled to cast 5% or more of the Fund's votes, except as
stated in Appendix 1.

To the best of the Fund's knowledge, as of May 10, 1999, no Board member,
nominee for Board membership or executive officer of the Fund owned Contracts
entitling such person to cast any votes of the Fund.

The Fund provides periodic reports to all of its Contract Owners which
highlight relevant information, including investment results and a review of
portfolio changes. You can receive an additional copy of the most recent annual
report, without charge, by calling 800-420-7749 or by writing the Transamerica
Annuity Service Center at 401 North Tryon Street, Suite 700, Charlotte, North
Carolina 28202.

I. APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENT
(PROPOSAL 1)

INTRODUCTION

Transamerica Occidental Life Insurance Company acts as the investment
adviser to the Fund pursuant to an investment advisory agreement entered into by
the Fund and TOLIC. The investment advisory agreement in effect between the Fund
and TOLIC prior to the consummation of the transaction described below between
AEGON N.V. ("AEGON"), Tony Merger Corp. ("Merger Sub") and Transamerica (the
"AEGON-Transamerica Transaction" or the "Transaction") is referred to in this
Proxy Statement as the "Former Investment Advisory Agreement." The investment
advisory agreement proposed to become effective between the Fund and TOLIC as of
the consummation of the AEGON-Transamerica Transaction is referred to in this
Proxy Statement as the "New Investment Advisory Agreement" (together with the
Former Investment Advisory Agreement, the "Investment Advisory Agreements," and
each an "Investment Advisory Agreement"). A copy of the form of the New
Investment Advisory Agreement is attached as Exhibit A.

THE AEGON-TRANSAMERICA TRANSACTION

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

Consummation of the Transaction may be deemed to constitute an
"assignment," as that term is defined in the 1940 Act, of the Former Investment
Advisory Agreement with TOLIC. As required by the 1940 Act, the Former
Investment Advisory Agreement provides for its automatic termination in the
event of its assignment. Accordingly, a New Investment Advisory Agreement
between the Fund and TOLIC was approved by the Board and is now being proposed
for approval by the Contract Owners. TOLIC is seeking an exemptive order (the
"Exemptive Order") from the Securities and Exchange Commission (the "SEC" or the
"Commission") permitting the Fund to obtain Contract Owner approval of its New
Investment Advisory

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Agreement within 150 days after the consummation of the Transaction, which is
expected to occur in mid-June (and, consequently, within 150 days after the
termination of its Former Investment Advisory Agreement). Pursuant to the
Exemptive Order, should TOLIC choose to rely on it, the investment advisory fees
would be held in escrow until the earlier of (i) Contract Owner approval of the
New Investment Advisory Agreement and (ii) the expiration of the 150-day period.
THE NEW INVESTMENT ADVISORY AGREEMENT IS SUBSTANTIALLY IDENTICAL TO THE FORMER
INVESTMENT ADVISORY AGREEMENT, EXCEPT FOR THE NAMES OF THE PARTIES, THE DATE OF
EXECUTION AND THE TERMINATION DATE. The material terms of the Investment
Advisory Agreement are described under "Description of the Investment Advisory
Agreement" below.

In connection with the Transaction, certain executive officers of
Transamerica and its subsidiaries, including TOLIC and Transamerica Investment
Services, Inc. ("TIS"), the sub-adviser to the Fund, will receive certain
benefits. Such benefits will include (i) the acceleration and cash-out of
unvested stock options, vested stock options and stock appreciation rights and
(ii) payments made under certain value added incentive plans. Such benefits may
also include severance payments contingent upon an executive officer's
termination. Mr. Rolle, Chairman of the Board of Managers of the Fund and an
executive officer of TOLIC and TIS, will receive a portion of such benefits.

BOARD'S RECOMMENDATION

The Board met on May 6, 1999, and the Board members, including the Board
members who are not parties to the New Investment Advisory Agreement or the New
Investment Sub-Advisory Agreement (as defined in Proposal 2 below) or
"interested persons" (as defined in the 1940 Act) of any such party (the
"Non-Interested Board members"), voted to approve the New Investment Advisory
Agreement and to recommend approval to the Contract Owners.

BOARD'S EVALUATION

On May 6, 1999, the Board met with senior management personnel of TOLIC. As
a result of its review and consideration of the Transaction and the proposed New
Investment Advisory Agreement, the Board voted unanimously to approve the New
Investment Advisory Agreement and to recommend it to the Contract Owners for
their approval.

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

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

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

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

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

Transamerica informed the Board that it intends to comply with Section
15(f) of the 1940 Act, which provides a non-exclusive safe harbor for an
investment adviser to an investment company or any of the investment adviser's
affiliated persons (as defined in the 1940 Act) to receive any amount or benefit
in connection with a change in control of the investment adviser so long as two
conditions are met. First, for a period of three years after the transaction, at
least 75% of the board members of the investment company must

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not be "interested persons" of the investment company's investment adviser or
its predecessor adviser. On or prior to the consummation of the Transaction, the
Board is expected to be in compliance with this provision of Section 15(f).
Second, an "unfair burden" must not be imposed upon the investment company as a
result of such transaction or any express or implied terms, conditions or
understandings applicable thereto. The term "unfair burden" is defined in
Section 15(f) to include any arrangement during the two-year period after the
transaction whereby the investment adviser, or any interested person of any such
adviser, receives or is entitled to receive any compensation, directly or
indirectly, from the investment company or its shareholders (other than fees for
bona fide investment advisory or other services) or from any person in
connection with the purchase or sale of securities or other property to, from or
on behalf of the investment company (other than bona fide ordinary compensation
as principal underwriter for such investment company). Transamerica has advised
the Board that it is not aware of any express or implied term, condition,
arrangement or understanding that would impose an "unfair burden" on the Fund as
a result of the Transaction. Transamerica has agreed that it, and its
affiliates, will take no action that would have the effect of imposing an
"unfair burden" on the Fund as a result of the Transaction. In furtherance
thereof, Transamerica has undertaken to pay the costs of preparing and
distributing proxy materials to, and of holding the meeting of, the Contract
Owners, as well as other fees and expenses in connection with the Transaction.

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

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

AS A RESULT OF ITS REVIEW AND CONSIDERATION OF THE TRANSACTION
AND THE NEW INVESTMENT ADVISORY AGREEMENT, AT ITS MEETING
THE BOARD VOTED TO APPROVE THE NEW INVESTMENT ADVISORY
AGREEMENT AND TO RECOMMEND ITS APPROVAL
TO THE CONTRACT OWNERS.

DESCRIPTION OF THE INVESTMENT ADVISORY AGREEMENT

Except as disclosed below, the Former Investment Advisory Agreement and New
Investment Advisory Agreement are substantially identical.

Pursuant to the Investment Advisory Agreement, the Fund employs TOLIC to
manage the investment and reinvestment of the assets of the Fund and to perform
other services, subject to the supervision of the Board. The Agreement provides
that TOLIC shall: (a) obtain and evaluate pertinent economic, statistical and
financial data and other information relevant to the Fund; (b) develop and
implement an investment program for the Fund; (c) provide necessary personnel to
assist the Board in managing the affairs of the Fund, including clerical,
bookkeeping, accounting and other personnel; (d) provide for expenses (including
all fees) incurred in connection with the registration and qualification of the
Fund and the Contracts under the securities laws; (e) provide for the charges
and expenses of the Fund's custodian; (f) bear the expenses of

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calling and holding meetings of Contract Owners; (g) bear the fees and expenses
of Board members and Fund officers; and (h) bear all ordinary expenses of the
Fund incurred in the ordinary course of business.

Under the Former Investment Advisory Agreement, TOLIC has entered into an
investment sub-advisory agreement with Transamerica Investment Services, Inc.,
an affiliate of TOLIC. It is expected that TOLIC and TIS will enter into a
substantially identical investment sub-advisory agreement under the New
Investment Advisory Agreement, provided the Contract Owners approve such
agreement as discussed and proposed in Part II of this Proxy Statement. Those
services and obligations not delegated to TIS remain the primary responsibility
of TOLIC.

In return for the services provided by TOLIC and the expenses it assumes
under the Investment Advisory Agreement, the Fund pays TOLIC an advisory fee at
the annual rate of 0.30% of the value of the Fund. The advisory fee is payable
weekly. As of the Fund's last fiscal year ended December 31, 1998, the net asset
value of the Fund was $99,130,518 and the Fund paid an aggregate advisory fee to
TOLIC during such fiscal year of $246,542.

Under the Investment Advisory Agreement, the Fund pays the following
expenses, in addition to the advisory fee: (a) brokerage commissions on
transactions involving portfolio assets of the Fund; (b) all taxes, including
issuance and transfer taxes; and (c) all extraordinary expenses that may be
incurred by or on behalf of the Fund in connection with matters not in the
ordinary course of business.

The Investment Advisory Agreement provides that it may be terminated
without penalty upon sixty (60) days' written notice by the Board or by vote of
the Contract Owners. The Agreement also provides that it may not be terminated
by TOLIC without the prior approval of a new investment advisory agreement by
the Contract Owners. As stated above, the Agreement also provides that it will
automatically terminate in the event of its assignment.

TOLIC has acted as the investment adviser for the Fund since its
commencement of operations on June 26, 1968. The effective date of the Former
Investment Advisory Agreement was April 20, 1971. The Board last approved the
continuance of the Former Investment Advisory Agreement on February 4, 1999. The
Contract Owners last approved the continuance of the Former Investment Advisory
Agreement on April 27, 1989.

THE NEW INVESTMENT ADVISORY AGREEMENT

The New Investment Advisory Agreement, if approved by the Contract Owners,
would be dated the date of the consummation of the Transaction, which is
expected to occur in mid-June. The New Investment Advisory Agreement would be in
effect from year to year provided such continuance is specifically approved at
least annually by the vote of a "majority of the outstanding voting securities"
of the Fund, or by the Board and, in either event, by the vote of a majority of
the Non-Interested Board members, cast in person at a meeting called for such
purpose. In the event that the Contract Owners do not approve the New Investment
Advisory Agreement, the Board will take such action as it deems to be in the
best interests of the Fund and the Contract Owners.

DIFFERENCES BETWEEN THE FORMER AND NEW INVESTMENT ADVISORY AGREEMENT

The New Investment Advisory Agreement is identical to the Former Investment
Advisory Agreement, except for the names of the parties, the date of execution
and the termination date. The New Investment Advisory Agreement reflects the
change in name of the parties that has occurred since the original execution of
the Former Investment Advisory Agreement.

TOLIC AND OTHER SERVICE PROVIDERS

TOLIC is a California corporation and is an investment adviser registered
under the Investment Advisers Act of 1940, as amended. TOLIC has been in
existence since 1906. TOLIC is a direct wholly-owned subsidiary of Transamerica
Insurance Corporation of California ("Transamerica Insurance"). TOLIC's address
is 1150 South Olive Street, Los Angeles, California 90015. Appendix 2 includes
information regarding

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each Board member, nominee for Board membership and officer of the Fund who is
associated with TOLIC. TOLIC also acts as investment adviser and TIS also acts
as sub-adviser to the Growth Portfolio of Transamerica Variable Insurance Fund,
Inc., a management investment company registered under the 1940 Act which has a
similar investment objective to that of the Fund. Relevant information
concerning the Growth Portfolio is set forth below.

<TABLE>
<CAPTION>
ANNUAL
ADVISORY
FEE RATE
PAYABLE TO
TOLIC
(AS A % OF ANNUAL SUB-ADVISORY FEE APPROXIMATE
AVERAGE RATE PAYABLE TO TIS NET ASSETS
FUND AND YEAR ORGANIZED NET ASSETS) (AS A % OF AVERAGE NET ASSETS) AS OF 4/30/99
----------------------- ----------- ------------------------------ -------------
<S> <C> <C> <C>
Growth Portfolio (1996)..................... 0.75%* 0.30% of first $50 million $150,637,402
0.25% of next $150 million
0.20% over $200 million
</TABLE>

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

* For the fiscal year ended 12/31/98, TOLIC waived a portion of the advisory fee
payable by the Growth Portfolio such that the resulting advisory fee amounted
to 0.64% of average net assets.

See "Description of the Investment Advisory Agreement" for information
regarding the advisory fee rate, net asset value and advisory fee paid for the
Fund.

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

<TABLE>
<CAPTION>
NAME ADDRESS PRINCIPAL OCCUPATION
- ---- ------- --------------------
<S> <C> <C>
Thomas J. Cusack................ * Chairman, President and Chief Executive Officer
of TOLIC; Director of TIS
Frank Beardsley................. * Director of TOLIC; President of Transamerica
Asset Management
James W. Dederer................ * Director, Executive Vice President, General
Counsel & Secretary of TOLIC
George A. Foegele............... * Director & Senior Vice President of TOLIC;
President & Chief Executive Officer of
Transamerica Life Insurance Company of Canada
David E. Gooding................ * Director & Executive Vice President of TOLIC;
Chairman of Transamerica Life Insurance Company
of Canada
Edgar H. Grubb.................. * Director of TOLIC; Director of TIS; Executive
Vice President & Chief Financial Officer of
Transamerica
Frank C. Herringer.............. * Director of TOLIC; Director of TIS; Chairman,
President & Chief Executive Officer of
Transamerica
Richard N. Latzer............... * Director & Chief Investment Officer of TOLIC;
Director, President & Chief Executive Officer of
TIS
Karen O. MacDonald.............. * Director, Senior Vice President, Corporate
Actuary & Acting Chief Financial Officer of TOLIC
Gary U. Rolle................... * Director & Chief Investment Officer of TOLIC;
Director, Executive Vice President & Chief
Investment Officer of TIS
Paul E. Rutledge III............ * Director & President, Reinsurance Division of
TOLIC
T. Desmond Sugrue............... * Director & Executive Vice President of TOLIC
</TABLE>

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<TABLE>
<CAPTION>
NAME ADDRESS PRINCIPAL OCCUPATION
- ---- ------- --------------------
<S> <C> <C>
Nooruddin S. Veerjee............ * Director & President, Insurance Products Division
of TOLIC
Robert A. Watson................ * Director of TOLIC; President & Chief Executive
Officer of Transamerica Finance Corporation
</TABLE>

- ---------------
* c/o Transamerica Occidental Life Insurance Company, 1150 South Olive Street,
Los Angeles, CA 90015

Transamerica Insurance is a direct wholly-owned subsidiary of Transamerica.
Its address is c/o Transamerica Occidental Life Insurance Company, 1150 South
Olive Street, Los Angeles, California 90015.

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

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

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

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

Transamerica Financial Resources, Inc. ("TFR") is the principal underwriter
for the Contracts. TFR is a direct wholly-owned subsidiary of Transamerica
Insurance and an indirect wholly-owned subsidiary of Transamerica. TFR's address
is 1150 South Olive Street, Los Angeles, California 90015. For the fiscal year
ended December 31, 1998, TFR received from sales of the Contracts total payments
of $4,471.

TFR will continue to provide its services to the Fund, as described above,
to the extent such services are necessary, under the current arrangements if the
New Investment Advisory Agreement is approved.

Boston Safe Deposit and Trust Company of California, located at 1
Embarcadero Center, San Francisco, California 94111, serves as the Fund's
custodian.

Ernst & Young LLP, 725 South Figueroa Street, Los Angeles, California
90017, acts as the Fund's independent certified public accountants.

REQUIRED VOTE

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

THE BOARD MEMBERS RECOMMEND THAT THE
CONTRACT OWNERS VOTE IN FAVOR OF THIS PROPOSAL 1.

7
<PAGE> 11

II. APPROVAL OF NEW INVESTMENT SUB-ADVISORY AGREEMENT
(PROPOSAL 2)

TOLIC has contracted with Transamerica Investment Services, Inc., a direct
wholly-owned subsidiary of Transamerica, to render investment services to the
Fund as the sub-adviser. The investment sub-advisory agreement in effect with
respect to the Fund and TIS prior to the consummation of the AEGON-Transamerica
Transaction is referred to in this Proxy Statement as the "Former Investment
Sub-Advisory Agreement." The investment sub-advisory agreement proposed to
become effective with respect to the Fund and TIS as of the consummation of the
Transaction is referred to in this Proxy Statement as the "New Investment
Sub-Advisory Agreement" (together with the Former Investment Sub-Advisory
Agreement, the "Investment Sub-Advisory Agreements," and each an "Investment
Sub-Advisory Agreement"). A copy of the form of the New Investment Sub-Advisory
Agreement is attached as Exhibit B.

As discussed in Proposal 1 with respect to the Former Investment Advisory
Agreement, consummation of the Transaction may be deemed to constitute an
"assignment," as that term is defined in the 1940 Act, of the Former Investment
Sub-Advisory Agreement with TIS. The Former Investment Sub-Advisory Agreement
provides for its automatic termination in the event of its assignment, as
required by the 1940 Act. Accordingly, a New Investment Sub-Advisory Agreement
with respect to the Fund and TIS was approved by the Board and is now being
proposed for approval by the Contract Owners. TIS has joined TOLIC in requesting
the Exemptive Order discussed in Proposal 1, and the same conditions would apply
to TIS under the New Investment Sub-Advisory Agreement if TIS relies on the
Exemptive Order, including the escrow of sub-advisory fees, as would apply to
TOLIC under the New Investment Advisory Agreement. THE NEW INVESTMENT
SUB-ADVISORY AGREEMENT IS SUBSTANTIALLY IDENTICAL TO THE FORMER INVESTMENT
SUB-ADVISORY AGREEMENT, EXCEPT FOR THE NAMES OF THE PARTIES, THE DATE OF
EXECUTION AND THE TERMINATION DATE. The material terms of the Investment
Sub-Advisory Agreement are described under "Description of the Investment
Sub-Advisory Agreement" below.

The Board met on May 6, 1999, and the Board members, including the
Non-Interested Board members, voted to approve the New Investment Sub-Advisory
Agreement and to recommend approval to the Contract Owners. In considering
whether to approve such agreement, the Board received similar representations
with respect to AEGON and TIS, and considered similar factors, to those it
received and considered in approving the New Investment Advisory Agreement, to
the extent applicable. See "Proposal 1 -- Board's Evaluation."

AS A RESULT OF ITS REVIEW AND CONSIDERATION OF THE TRANSACTION
AND THE NEW INVESTMENT SUB-ADVISORY AGREEMENT, AT ITS MEETING
THE BOARD VOTED TO APPROVE THE NEW INVESTMENT SUB-ADVISORY
AGREEMENT AND TO RECOMMEND ITS APPROVAL
TO THE CONTRACT OWNERS.

DESCRIPTION OF THE INVESTMENT SUB-ADVISORY AGREEMENT

Except as disclosed below, the Former Investment Sub-Advisory Agreement and
New Investment Sub-Advisory Agreement are substantially identical.

Under the Investment Sub-Advisory Agreement, TIS provides recommendations
and advice with respect to the management of Fund assets, furnishes investment
research reports and information, determines those securities to be bought or
sold by the Fund and places orders for the purchase or sale of securities.
Investment decisions regarding the composition of the Fund's portfolio and the
nature and timing of changes in the portfolio are subject to the supervision of
the Board and to the investment policies and restrictions established for the
Fund by the Board.

Under the Investment Sub-Advisory Agreement, TIS is also responsible for
the selection of brokers or dealers to execute portfolio transactions and for
the negotiation of brokerage commission rates on portfolio transactions. The
Agreement provides that securities orders will be placed with brokers or dealers
selected for

8
<PAGE> 12

their ability to give prompt execution at prices and commission rates favorable
to the Fund and, in some instances, for their ability to provide statistical,
investment research and other services. As part of the process of brokerage
allocation, TIS is authorized to pay commissions that may exceed what another
broker might have charged. To the extent that preference is given in the
allocation of portfolio business to brokers and dealers that provide
statistical, research or other services, the Fund will bear any cost of
obtaining such services, and TIS, TOLIC, their affiliates and their clients may
benefit from such services.

Under the Investment Sub-Advisory Agreement, TIS pays its own expenses in
performing its duties. In return for the services that TIS provides and the
expenses it assumes, TIS receives a quarterly fee from TOLIC at the annual rate
of 0.15% of the value of the Fund. As of the Fund's last fiscal year ended
December 31, 1998, the net asset value of the Fund was $99,130,518 and TOLIC
paid TIS an aggregate sub-advisory fee during such fiscal year of $123,271.

The Investment Sub-Advisory Agreement provides that it may be terminated
without penalty upon sixty (60) days' written notice by TOLIC, TIS or the Fund
(and, in the case of the Fund, by the Board or by vote of the Contract Owners).
As stated above, the Agreement provides that it will automatically terminate in
the event of its assignment, unless such automatic termination shall be
prevented by an exemptive order of the SEC.

TIS has acted as the investment sub-advisor to the Fund since 1981. The
effective date of the Former Investment Sub-Advisory Agreement was January 1,
1981. The Board last approved the continuance of the Former Investment
Sub-Advisory Agreement on February 4, 1999. The Contract Owners last approved
the continuance of the Former Investment Sub-Advisory Agreement on April 27,
1989.

THE NEW INVESTMENT SUB-ADVISORY AGREEMENT

The New Investment Sub-Advisory Agreement, if approved by the Contract
Owners, would be dated the date of the consummation of the Transaction, which is
expected to occur in mid-June. The New Investment Sub-Advisory Agreement would
be in effect from year to year provided such continuance is specifically
approved at least annually by the vote of a "majority of the outstanding voting
securities" of the Fund, or by the Board and, in either event, the vote of a
majority of the Non-Interested Board members, cast in person at a meeting called
for such purpose. In the event that the Contract Owners do not approve the New
Investment Sub-Advisory Agreement, the Board will take such action as it deems
to be in the best interests of the Fund and the Contract Owners.

DIFFERENCES BETWEEN THE FORMER AND NEW INVESTMENT SUB-ADVISORY AGREEMENT

The New Investment Sub-Advisory Agreement is identical to the Former
Investment Sub-Advisory Agreement, except for the names of the parties, the date
of execution and the termination date. The New Investment Sub-Advisory Agreement
reflects the change in name of the investment adviser and the Fund that has
occurred since the original execution of the Former Investment Sub-Advisory
Agreement.

TIS

TIS is a Delaware corporation and is an investment adviser registered under
the Investment Advisers Act of 1940, as amended. TIS has been in existence since
1967 and has provided investment services to investment companies since 1968.
TIS is a direct wholly-owned subsidiary of Transamerica. TIS's address is 1150
South Olive Street, Los Angeles, California 90015. Appendix 2 includes
information regarding each Board member, nominee for Board membership and
officer of the Fund who is associated with TIS. TIS also provides sub-advisory
services to the Growth Portfolio of Transamerica Variable Insurance Fund, Inc.,
which has a similar investment objective to that of the Fund. See "Proposal
1 -- TOLIC and Other Service Providers" regarding the sub-advisory fee relating
to, and the net assets of, the Growth Portfolio. TIS has not waived, reduced or
otherwise agreed to reduce its compensation for this portfolio. See "Description
of the Investment Sub-Advisory Agreement" for information regarding the
sub-advisory fee rate, net asset value and sub-advisory fee paid for the Fund.

9
<PAGE> 13

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

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

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

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

REQUIRED VOTE

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

THE BOARD MEMBERS RECOMMEND THAT THE
CONTRACT OWNERS VOTE IN FAVOR OF THIS PROPOSAL 2.

10
<PAGE> 14

III. ELECTION OF BOARD MEMBERS
(PROPOSAL 3)

It is proposed that the three persons currently serving as members of the
Board of Managers of the Fund (the "Managers") be re-elected and that a fourth
person be newly elected to the Board. The nominees for Manager (the "Nominees")
who are proposed for election at the Special Meeting are Jon C. Strauss, Gary U.
Rolle and Peter J. Sodini, each of whom is currently a Manager, and Dr. James H.
Garrity.

The term of office of each person elected as a Manager will be until the
next meeting held for the purpose of electing Managers and until his successor
is elected and qualified (or until such Manager's earlier retirement,
resignation, death or disqualification). The Nominees have agreed to serve as
Managers if elected. If any of the Nominees should be unavailable for election
at the time of the Special Meeting (which is not presently anticipated), the
persons named as proxies may vote for another person in their discretion.

The principal occupations and business experience for at least the last
five years of each Nominee and each executive officer of the Fund are as
indicated in the table below.

NOMINEES AND EXECUTIVE OFFICERS INFORMATION

<TABLE>
<CAPTION>
CURRENT PRINCIPAL OCCUPATION
NAME, ADDRESS** AND AGE POSITION WITH THE FUND DURING THE PAST FIVE YEARS
- ----------------------- ---------------------- --------------------------
<S> <C> <C>
Gary U. Rolle (58)*........ President, Chairman, Manager Executive Vice President and Chief
Investment Officer of Transamerica
Investment Services, Inc.; Director
and Chief Investment Officer of
Transamerica Occidental Life
Insurance Company; Director of
Transamerica Investors, Inc.
Peter J. Sodini (58)....... Manager Associate at Freeman Spogli & Co.
(a private investor); President,
Chief Executive Officer and
Director of The Pantry, Inc. (a
supermarket); Director of Pamida
Holdings Corp. (a retail
merchandiser) and Buttrey Food and
Drug Co. (a supermarket).
Jon C. Strauss (59)........ Manager President of Harvey Mudd College.
Previously Vice President and Chief
Financial Officer of Howard Hughes
Medical Institute; President of
Worcester Polytechnic Institute;
Vice President and Professor of
Engineering at University of
Southern California.
Dr. James H. Garrity None President of John Tracy Clinic and
(60)..................... the Tracy Family Hearing Center.
</TABLE>

11
<PAGE> 15

<TABLE>
<CAPTION>
CURRENT PRINCIPAL OCCUPATION
NAME, ADDRESS** AND AGE POSITION WITH THE FUND DURING THE PAST FIVE YEARS
- ----------------------- ---------------------- --------------------------
<S> <C> <C>
Sandra C. Brown (43)....... Vice President Vice President of Transamerica
Occidental Life Insurance Company
and Transamerica Life Insurance and
Annuity Company since 1998.
Previously Vice President, Mutual
Fund Administration at Bank of
America.
Sally S. Yamada (48)....... Treasurer Vice President and Treasurer of
Transamerica Occidental Life
Insurance Company and Treasurer of
Transamerica Life Insurance and
Annuity Company.
Regina M. Fink (43)........ Secretary Counsel for Transamerica Occidental
Life Insurance Company and, prior
to 1994, Counsel and Vice President
for Colonial Management Associates,
Inc.
Susan R. Hughes (43)....... Assistant Treasurer Vice President and Chief Financial
Officer of Transamerica Investment
Services, Inc. since 1997;
Independent Financial Consultant
1992-1997.
Thomas M. Adams (64)....... Assistant Secretary Partner in the law firm of Lanning,
Adams & Peterson.
</TABLE>

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

* Nominee who is an "interested person" (as defined in the 1940 Act) of the
Fund, TOLIC or TIS. Mr. Rolle is an "interested person" by reason of his
positions with TOLIC and TIS.

** The mailing address for each Nominee and executive officer is Box 2438, Los
Angeles, California 90015.

The principal occupations of the Nominees and executive officers for at
least the last five years have been with the employers as shown in the table
above, although in some cases they have held different positions with such
employers.

To the best of the Fund's knowledge, as of May 10, 1999, no Manager,
Nominee or executive officer of the Fund owned Contracts entitling such person
to cast any votes of the Fund.

The Board of Managers met 4 times during the fiscal year ended December 31,
1998. Each Manager attended at least 75% of such meetings. The Fund has a
standing audit committee, which during the fiscal year ended December 31, 1998
was composed of Messrs. Sodini, Strauss and Cantlay (a former Manager), which is
responsible for the selection of the Fund's auditors and for the monitoring of
the audit process and its results. Messrs. Sodini and Strauss each attended the
one audit committee meeting held during the fiscal year ended December 31, 1998.

The Fund pays the Managers, other than those who are interested persons of
TOLIC or TIS, an annual fee of $500 plus $250 for each meeting attended. The
Fund does not pay any pension or retirement benefits for its Managers.

12
<PAGE> 16

The following table sets forth the amount of compensation paid to the
Managers (or deferred in lieu of current payment) by the Fund during its fiscal
year ended December 31, 1998:

COMPENSATION TABLE

<TABLE>
<CAPTION>
AGGREGATE COMPENSATION TOTAL COMPENSATION
NAME OF PERSON FROM FUND FROM COMPLEX*
- -------------- ---------------------- ------------------
<S> <C> <C>
Donald E. Cantlay**.................................... $1,250 $7,000
Richard N. Latzer**.................................... -0- -0-
Gary U. Rolle.......................................... -0- -0-
Peter J. Sodini........................................ $1,500 $8,750
Jon C. Strauss......................................... $1,500 $8,750
</TABLE>

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

* During fiscal year 1998, each Board member was also a member of the Board of
Transamerica Variable Insurance Fund, Inc. and of Transamerica Income Shares,
Inc., a closed-end management company advised by Transamerica Investment
Services, Inc. Mr. Rolle is also a director of Transamerica Investors, Inc.
These registered investment companies comprise the "Fund Complex."

** Messrs. Cantlay and Latzer are no longer Managers.

REQUIRED VOTE

The election of members of the Board of Managers of the Fund will be by a
plurality of the votes entitled to be cast present at the Special Meeting in
person or by proxy. Contracts represented by duly-executed proxies will be voted
for the election of the persons named herein as Nominees, unless such authority
has been withheld in accordance with an instruction given by a Contract Owner to
abstain from voting for one or more Nominees on the form of proxy. If no
instructions are given, the proxy will be voted for such Nominees.

THE BOARD MEMBERS RECOMMEND A VOTE FOR THE ELECTION OF THE NOMINEES.

IV. RATIFICATION OF ACCOUNTANTS
(PROPOSAL 4)

The Board of Managers has selected Ernst & Young LLP as the auditors for
the Fund for the fiscal year ending December 31, 1999, subject to removal by a
majority of the outstanding voting securities of the Fund. Upon the reasonable
request of any Contract Owner, representatives of Ernst & Young LLP will attend
the meeting, and will, as they see fit, make a statement and/or respond to
appropriate questions.

REQUIRED VOTE

The ratification of the selection of Ernst & Young LLP as the independent
public accountants for the Fund will require a majority of votes cast at the
Special Meeting in person or by proxy, if a quorum is present.

THE BOARD MEMBERS RECOMMEND THAT CONTRACT OWNERS VOTE
FOR THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP
AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FUND.

13
<PAGE> 17

ADDITIONAL INFORMATION

PROPOSALS OF CONTRACT OWNERS

Contract Owners wishing to submit proposals for inclusion in a Proxy
Statement for a meeting of Contract Owners subsequent to the Special Meeting, if
any, should send their written proposals to the Secretary of the Fund, c/o
Transamerica Occidental Life Insurance Company at the address shown at the
beginning of this Proxy Statement, within a reasonable time before the
solicitation of proxies for such meeting. The timely submission of a proposal
does not guarantee its inclusion.

OTHER MATTERS TO COME BEFORE THE SPECIAL MEETING

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

ADJOURNMENT

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

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

14
<PAGE> 18

APPENDIX 1

CONTRACT OWNERS* ENTITLED TO CAST

5% OR MORE OF FUND VOTES

<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF PERCENT OF
OF CONTRACT OWNER VOTES FUND
- ----------------- --------- ----------
<S> <C> <C>
Transamerica Occidental Life Insurance Company.............. 748,233 67.9%
1150 South Olive Street
Los Angeles, CA 90015

</TABLE>

* As used in this Proxy Statement, "Contract Owners" includes Transamerica
Occidental Life Insurance Company with respect to its investment in the Fund.

15
<PAGE> 19

APPENDIX 2

BOARD MEMBERS, NOMINEES FOR BOARD MEMBERSHIP AND OFFICERS

ASSOCIATED WITH TOLIC AND TIS

BOARD MEMBERS, NOMINEES AND OFFICERS ASSOCIATED WITH TOLIC

<TABLE>
<CAPTION>
NAME POSITION WITH THE FUND
- ---- ----------------------
<S> <C>
Gary U. Rolle............................................... President, Chairman, Manager
Sandra C. Brown............................................. Vice President
Sally S. Yamada............................................. Treasurer
Regina M. Fink.............................................. Secretary
</TABLE>

BOARD MEMBERS, NOMINEES AND OFFICERS ASSOCIATED WITH TIS

16
<PAGE> 20

EXHIBIT A

INVESTMENT ADVISORY AGREEMENT

BETWEEN

TRANSAMERICA OCCIDENTAL'S SEPARATE ACCOUNT FUND B

AND

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

<PAGE> 21

INVESTMENT ADVISORY AGREEMENT

INVESTMENT ADVISORY AGREEMENT made this day of , 1999,
between Transamerica Occidental Life Insurance Company, a California corporation
(hereinafter called the "Company"), and Transamerica Occidental's Separate
Account Fund B, a separate account of the Company established by a resolution of
the Company's Board of Directors on June 26, 1968, pursuant to Section 10506 of
the California Insurance Code (hereinafter called the "Fund").

WHEREAS, the Fund has been organized for the purpose of providing a
separate account for the benefit of equity investment fund contracts and desires
to avail itself of the investment experience, assistance and facilities
available to the Company and to have the Company perform for it various
management and clerical services, and the Company is willing to furnish such
advice, facilities and services on the terms and conditions hereinafter set
forth;

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

1. The Fund hereby employs the Company to manage the investment and
reinvestment of the assets of the Fund and to perform the other services
herein set forth, subject to the supervision of the Board of Managers of
the Fund (hereinafter called the "Board") for the period and on the terms
herein set forth. The Company hereby accepts such employment and agrees
during such period, at its own expense, to render the services and to
assume the obligations herein set forth for the compensation herein
provided.

2. In carrying out its obligations to manage the investment and
reinvestment of the assets of the Fund, the Company shall:

(a) obtain and evaluate pertinent economic, statistical and
financial data and other information relevant to the investment policy
of the Fund, affecting the economy generally, and individual companies
or industries the securities of which are included in the Fund's
portfolio or are under consideration for inclusion therein and make such
data and information reasonably available to the Board of Managers of
the Fund at its request;

(b) develop and implement an investment program for the Fund, which
shall be subject to the overall review from time to time of the Board of
Managers;

(c) provide necessary personnel to assist the Board in managing the
affairs of the Fund, including clerical, bookkeeping, accounting and
other office personnel;

(d) provide for expenses (including all fees) incurred in
connection with the registration and qualification of the Fund and
contracts issued by the Fund under the Investment Company Act of 1940,
the Securities Act of 1933 and state laws;

(e) provide for the charges and expenses of any custodian or
depository appointed for the safekeeping of the Fund's cash, securities
or other property;

(f) authorize and permit any of its directors, officers and
employees, who may be elected as directors or officers of the Fund, to
serve in the capacities in which they are elected;

(g) bear the expenses of calling and holding of meetings of
Contract Owners, the fees and expenses of members of the Board of
Managers, and all ordinary expenses incurred in the ordinary course of
business.

3. Any investment program undertaken by the Company pursuant to this
Agreement and any other activities undertaken by the Company on behalf of
the Fund shall at all times be subject to any directives of the Board or
any duly constituted committee thereof acting pursuant to like authority.

4. For the services rendered hereunder, the Company shall receive an
amount for each valuation period of the Fund, equal to .30% per annum of
the value of the Fund as of the end of the period, such amount to be paid
to the Company weekly.

A-1
<PAGE> 22

5. With respect to the Fund's portfolio securities, the Company shall
purchase such securities from or through and sell such securities to or
through such persons, brokers or dealers, as it may deem appropriate. Such
persons, brokers or dealers may include those affiliated with the Company.

6. The services of the Company to the Fund hereunder are not to be
deemed exclusive and the Company shall be free to render similar services
to others so long as its services hereunder are not impaired or interfered
with thereby.

7. Nothing in this Agreement shall limit or restrict the right of any
director, officer or employee of the Company who may also be a director,
officer or employee of the Fund to engage in any other business or to
devote his time and attention in part to the management or other aspects of
any other business or to render services of any kind to any other
corporation, firm, individual or association.

8. This Agreement shall be submitted for approval of the Contract
Owners and if then approved this Agreement:

(a) shall continue in effect only so long as its continuance is
specifically approved annually by the Board of Managers of the Fund as
required by the Investment Company Act of 1940 or by Contract Owners
casting a majority of the votes entitled to be cast by all of Contract
Owners;

(b) may not be terminated by the Company without the prior approval
of a new investment advisory agreement by Contract Owners casting a
majority of the votes entitled to be cast by all Contract Owners and
shall be subject to termination without the payment of any penalty, on
sixty days' written notice, by the Board or by vote of Contract Owners
casting a majority of the votes entitled to be cast;

(c) shall not be amended without prior approval by Contract Owners
casting a majority of the votes entitled to be cast; and

(d) shall automatically terminate in the event of its assignment by
either party.

9. The Fund shall pay:

(a) brokers' commissions in connection with portfolio asset
transactions to which the Fund is a party;

(b) all taxes, including issuance and transfer taxes, which may
become payable to federal, state or other governmental entities, with
respect to the operation of the Fund; and

(c) all extraordinary expenses which may be incurred by or on
behalf of the Fund in connection with matters not in the ordinary course
of business.

10. This Agreement is subject to the provisions of the Investment
Company Act of 1940, as amended, and the rules and regulations of the
Securities and Exchange Commission.

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

<TABLE>
<S> <C>
TRANSAMERICA OCCIDENTAL'S TRANSAMERICA OCCIDENTAL
SEPARATE ACCOUNT LIFE INSURANCE COMPANY
FUND B

By By
----------------------------------------- -----------------------------------------
President President

By
--------------------------------------------
Secretary
</TABLE>

A-2
<PAGE> 23

EXHIBIT B

INVESTMENT SERVICES AGREEMENT

REGARDING TRANSAMERICA OCCIDENTAL'S SEPARATE ACCOUNT FUND B

THIS AGREEMENT is made between TRANSAMERICA OCCIDENTAL LIFE INSURANCE
COMPANY, a California corporation, "Occidental", and TRANSAMERICA INVESTMENT
SERVICES, INC., a Delaware corporation, "the Services Company".

WHEREAS, Occidental pursuant to a separate written Investment Advisory
Agreement provides investment management and various other services to
Transamerica Occidental's Separate Account Fund B, the "Fund", which Fund is
registered as a management investment company under the Investment Company Act
of 1940; and

WHEREAS, the Services Company is registered as an investment adviser under
the Investment Advisers Act of 1940, and engages in the business of providing
investment services to a number of clients, including other investment
companies; and

WHEREAS, the Services Company provides Occidental with investment
advisement and other services in connection with the management of Occidental's
financial resources under an Investment Advisement and Service Agreement between
the two parties; and

WHEREAS, Occidental desires to retain the Services Company to render
certain investment services pertaining to the Fund in the manner and on the
terms and conditions hereinafter set forth; and

WHEREAS, the Manager desires to perform such services in the manner and on
the terms and conditions hereinafter set forth;

NOW, THEREFORE, the parties agree as follows:

1. INVESTMENT ADVICE AND OTHER SERVICES

(a) The Services Company shall, to the extent required in the conduct of
the investment activities of Occidental with respect to the Fund, place at the
disposal of Occidental its judgment and experience and provide Occidental advice
and recommendations with respect to the management of the assets of the Fund,
including but not limited to the purchase and sale of common stock, convertible
preferred stock, notes, bonds, debentures, short term investments and other
securities in which the Fund may invest. The Services Company shall also, from
time to time, furnish to or place at the disposal of Occidental such reports and
information relating to industries, businesses, corporations, or securities as
may be reasonably required by Occidental or as the Services Company may deem to
be helpful to Occidental in the administration of these investments.

(b) The Services Company agrees to use its best efforts in providing such
advice and recommendations and in the preparation of such reports and
information, and for this purpose the Services Company shall at all times
maintain a staff of officers and other trained personnel for the performance of
its obligations under this Agreement. The Services Company may employ other
persons to furnish to it statistical and other factual information, advice
regarding economic factors and trends, information with respect to technical and
scientific developments, and such other information, advice and assistance as it
may desire.

(c) The Fund and Occidental will from time to time furnish to the Services
Company detailed statements of the objectives and investments of the Fund and
will provide to the Services Company such information relating to the
investments of the Fund as may be available to the Fund or Occidental.

(d) The Services Company shall take, on behalf of Occidental and the Fund,
all actions which it deems necessary to implement the investment policies with
respect to stocks, bonds and money market instruments as determined by the Board
of Managers of the Fund, the Board of Directors of Occidental, or any committee
thereof, and in particular within the limits of those guidelines will determine
those securities to be bought or sold and will place all orders for the purchase
or sale of such securities for the Fund's account. To that end the Services
Company is authorized as the agent of Occidental and of the Fund to give
instructions as to deliveries
B-1
<PAGE> 24

of securities and other documents and as to payments of cash for the account of
the Fund in connection with the placing of such orders. Selection of the brokers
or dealers with which transactions are executed and negotiation of commission
rates will be made by the Services Company.

Securities orders will be placed with brokers or dealers selected for their
ability to give prompt execution at prices and commissions rates (if any)
favorable to the Fund, and, in some instances, for their ability to provide
statistical, investment research and other services. As part of the process of
brokerage allocation, the Services Company is authorized to pay commissions
which may exceed what another broker might have charged. To the extent that
preference is given in the allocation of portfolio business to those brokers and
dealers which provide statistical, investment research, pricing quotations, or
other services, the Fund will bear any cost of obtaining such services, and the
Services Company and other clients advised by the Services Company, including
Occidental, may benefit from those services. Under the provisions of Section
28(e) of the Securities Exchange Act of 1934, the Services Company may determine
in good faith that the amount of a commission paid was reasonable in relation to
the value of the "brokerage and research services" provided by the executing
broker or dealer viewed in terms of the particular transaction or the Services
Company's overall responsibilities with respect to accounts as to which it is
exercising investment discretion.

2. ALLOCATION OF CHARGES AND EXPENSES

(a) The Services Company shall furnish at its own expense executive,
supervisory and other personnel and services, office space, equipment, utilities
and telephone services in connection with supplying the investment advice,
statistical and research services contemplated by this Agreement.

(b) It is understood that either the Fund or Occidental will pay, pursuant
to the separate Agreement between them, for all other expenses in connection
with operation of the Fund, including, without limitation, maintenance of
accounting and securities records, governmental fees, interest charges, taxes,
fees and expenses of independent auditors, legal fees, brokerage and other
expenses connected with the execution of security transactions, and custodian
and transfer agent fees. Should the Services Company advance or pay any of these
or similar expenses, it will be reimbursed by the appropriate party.

3. COMPENSATION

Occidental agrees to pay to the Services Company, as full compensation for
all services rendered hereunder, a fee at an annual rate of 0.15% (15/100ths of
one percent), or such other amount as the parties mutually agree in writing from
time to time, of the value of the Fund, as calculated by Occidental on each
Valuation Date of the Fund, which fee is to be paid by Occidental to the
Services Company quarterly, or more frequently should Occidental elect to do so.
Occidental and the Services Company may mutually choose to calculate an
estimated quarterly fee, with any applicable fee adjustment being made after the
end of the applicable quarter. Fee calculation and payment is solely a matter
between Occidental and the Services Company; the Fund has no obligation to pay
or take other acts in connection therewith.

Compensation under this Agreement will only be paid as specified in Section
5 of this Agreement.

4. NON-EXCLUSIVE AGREEMENT

This Agreement is non-exclusive as to Occidental, the Fund and the Services
Company. Occidental or the Fund may, in its discretion, purchase or obtain
information, reports and other services from other sources, including other
affiliates of Transamerica Corporation and outside consultants. The Services
Company may engage in any other business and may provide similar services to
other clients, so long as its services under this Agreement are not impaired;
and the Services Company may purchase or obtain information, reports and other
services from outside sources, including other affiliates of Transamerica
Corporation and outside consultants. The Services Company assumes no
responsibility under this Agreement other than to render the services called for
hereunder in good faith, and shall not be responsible for any action of the
Board of Managers of the Fund, the Board of Directors of Occidental, or any
committee thereof, in following or declining to follow any advice or
recommendation of the Services Company. Nothing in this Agreement shall limit or
restrict the right of any director, officer or employee of the Services Company,
whether or not he is
B-2
<PAGE> 25

also a director, officer or employee of Occidental or the Fund, to engage in any
other business or to devote his time and attention in part to the management or
other aspects of any other business, whether of a similar or dissimilar nature.

5. EFFECTIVE DATE

This Agreement shall become effective on , 1999 as to the
services and other obligations in this Agreement, provided, however, that the
fee specified in Section 3 will accrue but will not be paid unless and until
initial approval of and continuance of this Agreement shall have been approved
by a vote of a majority of the outstanding voting securities of the Fund (which
matter is expected to be considered at the Special Meeting of Contract Owners
scheduled to be held in June, 1999) or by a vote of the Board of Managers of the
Fund, and by a majority of the Managers who are not parties to this Agreement or
"interested persons" (as defined in the Investment Company Act of 1940) of any
party to this Agreement, and provided further that said fee will in no event be
paid prior to , 1999. In the event the Fund does not approve this
Agreement and its continuance as specified above, the Services Company will if
so requested continue to provide on a temporary basis the services contemplated
by this Agreement for a reasonable period until the Fund and Occidental make
other arrangements.

6. CONTINUANCE AND TERMINATION

This Agreement shall continue in effect from year to year after the initial
approval and continuance as specified in Section 5, provided it is approved
annually 1) by vote of a majority of the outstanding voting securities of the
Fund or by vote of the Board of Managers of the Fund, and 2) by a majority of
the Managers of the Fund who are not parties to this Agreement or "interested
persons" (as defined in the Investment Company Act of 1940) of any party to this
Agreement; provided, however, that (a) Occidental, either on its own motion or
at the direction of the Fund upon a majority vote of the Board of Managers of
the Fund or by the vote of a majority of the outstanding voting securities of
the Fund, may, at any time and without the payment of any penalty, terminate
this Agreement upon sixty days' written notice to the Services Company; (b) this
Agreement shall immediately terminate in the event of its assignment (within the
meaning of the Investment Company Act of 1940) unless such automatic termination
shall be prevented by an exemptive order of the Securities and Exchange
Commission; and (c) the Services Company may terminate this Agreement without
payment of penalty on sixty days' written notice to Occidental and the Fund. Any
notice under this Agreement shall be given in writing, addressed and delivered,
or mailed postpaid, to the other party at the principal office of such party.
Any amendment to this Agreement may be made at any time by mutual written
consent of the parties.

B-3
<PAGE> 26

7. APPLICABLE LAW

This Agreement shall be construed in accordance with the laws of the State
of California and the applicable provisions of the Investment Company Act of
1940.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
in Los Angeles, California on this day of , 1999.

<TABLE>
<S> <C>
TRANSAMERICA OCCIDENTAL
ATTEST: LIFE INSURANCE COMPANY

- --------------------------------------------------- By
-----------------------------------------------------
Title: Title:
ATTEST: TRANSAMERICA INVESTMENT
SERVICES, INC.

- --------------------------------------------------- By
-----------------------------------------------------
Title: Title:
</TABLE>

B-4
<PAGE> 27

TRANSAMERICA OCCIDENTAL'S SEPARATE ACCOUNT FUND B

1150 SOUTH OLIVE STREET
LOS ANGELES, CA 90015

The undersigned hereby appoints Gary U. Rolle and Regina M. Fink, and each of
them, as proxies of the undersigned (the "Proxies"), each with full power to
appoint his or her substitute, and hereby authorizes each of them to represent
and cast all the votes of the Fund set forth on the reverse side of this proxy
at the Special Meeting of Contract Owners to be held at the executive offices of
Transamerica Occidental Life Insurance Company, 1150 South Olive Street, Los
Angeles, CA 90015 on June 16, 1999, at 9 a.m. (Pacific Time), and at any and all
of the adjournments(s) or postponements(s) thereof.

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

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

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

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

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

- ------------------------------------------------------------ ------------------------------------------------------------
- ------------------------------------------------------------ ------------------------------------------------------------
- ------------------------------------------------------------ ------------------------------------------------------------
</TABLE>
<PAGE> 28

PLEASE MARK VOTES
X
AS IN THIS EXAMPLE

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

TRANSAMERICA OCCIDENTAL'S

SEPARATE ACCOUNT FUND B

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

CONTROL NUMBER:

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

PLEASE BE SURE TO SIGN AND DATE THIS PROXY. DATE
- ------------------------------------------------------------

--CONTRACT OWNER SIGN HERE-- --CO-OWNER SIGN HERE--

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

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

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

1. To approve the new investment [ ] [ ] [ ]
advisory agreement between the
Fund and Transamerica Occidental
Life Insurance Company.

2. To approve the new investment [ ] [ ] [ ]
sub-advisory agreement, relating
to the Fund, between
Transamerica Occidental Life
Insurance Company and
Transamerica Investment
Services, Inc.
</TABLE>

<TABLE>
<CAPTION>
FOR THE
NOMINEE ABSTAIN

<S> <C> <C> <C>
3. To elect as Board members the
nominees listed below:

GARY U. ROLLE [ ] [ ]

PETER J. SODINI [ ] [ ]

JON C. STRAUSS [ ] [ ]

DR. JAMES H. GARRITY [ ] [ ]
</TABLE>

FOR AGAINST ABSTAIN
<S> <C> <C> <C>

4. To ratify the selection by the [ ] [ ] [ ]
Board of Managers of Ernst &
Young LLP as independent public
accountants for the fiscal year
ending December 31, 1999.
</TABLE>

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

RECORD DATE VOTES:

<PAGE> 29
SEPARATE ACCOUNT FUND B

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

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

You received a proxy statement, which asks you to vote to approve a new
investment advisory agreement and a new investment sub-advisory agreement,
elect four members to the Board of Managers of the Fund and ratify the
selection of the Fund's independent public accountants. You also received
an instruction card that you should use to vote on these matters.

2. What are the investment advisory and sub-advisory agreements?

They are the agreements under which Transamerica Occidental Life Insurance
Company and Transamerica Investment Services manage the securities
portfolio and provide other business services to the Fund.

3. Why am I being asked to approve new investment advisory and sub-advisory
agreements?

Transamerica Corporation, the parent company of the investment adviser and
the sub-adviser of the Fund, has agreed to be acquired by AEGON, a
Netherlands insurance company that owns other U.S. insurance companies.
Under the U.S. law that regulates the Fund, the investment advisory and
sub-advisory agreements automatically terminate when the advisers or, in
this case, their parent company, is sold. In order for Transamerica
Occidental Life Insurance Company and Transamerica Investment Services to
continue to act as investment adviser and sub-adviser to the Fund, the
contract owners must vote to approve the new advisory and sub-advisory
agreements.

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

The current plan is to maintain the facilities and organization of the
adviser and sub-adviser as they relate to the Fund.

5. Will fees increase? Are there any substantive changes to the investment
advisory and sub-advisory agreements?

No. The advisory and sub-advisory fees will remain the same. In addition,
the investment advisory and sub-advisory agreements are, in all material
respects, identical to the agreements that are in place now.

6. What action do I need to take now?

The Fund's board of Managers has recommended that you vote to approve the
investment advisory and sub-advisory agreements, that you vote for the
election of the proposed Managers and that you ratify the selection of the
Fund's independent public accountants. You should read the proxy statement
and vote your units by marking the instruction card to approve the new
agreements, elect the proposed Managers and ratify the selection of the
Fund's independent public accountants, if such is your intention, then
place the instruction card in the envelope provided and sent it back to us.

7. What happens if the new investment advisory and sub-advisory agreements are
not approved?

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

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