Notice to Contract Owner
Important! Please Respond Immediately
May 20, 1999
Dear Transamerica Contract Owner:
The Board of Directors of Transamerica Variable Insurance Fund, Inc., has called
a special meeting of shareholders to be held June 16, 1999, for the purposes
explained in the enclosed Notice of a Special Meeting of Shareholders and Proxy
Statement.
The Growth Portfolio of Transamerica Variable Insurance Fund, Inc., is the
investment available under your Equity Investment Fund Contract supported by
Transamerica Occidental's Separate Account C. As a shareholder in the Growth
Portfolio, Transamerica will vote its shares at this meeting. As a Contract
Owner, with amounts in Separate Account C which invests in the Growth Portfolio,
you have the right to instruct Transamerica how to vote its shares. Transamerica
will vote all the shares held in Separate Account C in accordance with the
instructions it receives from you and other Contract Owners. This mailing is to
solicit instructions from you.
This special meeting is prompted by the merger agreement between Transamerica
Corporation, the parent company of the Portfolio'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.
The enclosed materials provide information about the meeting and seek your
instructions regarding approval of new investment advisory and sub-advisory
agreements for the Growth Portfolio and 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 Fund's
Board of Directors has evaluated and unanimously approved the proposals and
recommends approval of the new agreements and the other proposals.
Your instructions are important to us. Please mark your instructions on the
enclosed instruction form, sign, date and return it in the enclosed postage paid
envelope as soon as possible. At any time prior to when Transamerica votes its
shares, you may revoke your previously submitted instructions. If you have any
questions, please call our proxy solicitor, Georgeson & Company, at
800-223-2064, 8 a.m. to 8 p.m. Eastern time. If we have not received your
instructions prior to the meeting date, you may be contacted by Georgeson. We
hope this contact will not be an inconvenience to you.
Sincerely,
Sandra Brown, Vice President
Transamerica Occidental Life Insurance Company
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INSTRUCTION FORM TO TRANSAMERICA
IN CONNECTION WITH
THE PROXY SOLICITED BY For
TRANSAMERICA VARIABLE INSURANCE FUND, INC. Against Abstain
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<S> <C> <C> <C> <C>
1. To approve the new investment o o o
The undersigned Contract Owner instructs Transamerica advisory agreement between the
Occidental Life Insurance Company ("Transamerica") to vote Portfolio and Transamerica Occidental
in the manner indicated on this form all shares of the Life Insurance Company.
Growth Portfolio ("Portfolio") of Transamerica Variable
Insurance Fund, Inc., attributable as of May 10, 1999, to
the Contract Owner's account value in Separate Account C, o o o
at the Special Meeting of Shareholders on June 16, 1999,
and all adjournments or postponements thereof, and in its
sole discretion on such other matters as may properly come 2. To approve the new investment
before the meeting. sub-advisory agreement, relating to
the Portfolio, between Transamerica
These instructions are being solicited by Transamerica
as Occidental Life Insurance Company and a shareholder in the
Portfolio. Receipt of the Notice to Transamerica Investment
Services, Inc. Contract Owners, Notice of a Special Meeting
of Shareholders and Proxy Statement is hereby acknowledged.
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PLEASE MARK INSTRUCTIONS AS FOLLOWS: x For The
Nominee Abstain
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3. To elect as directors the nominees o o
listed below:
Gary U. Rolle
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o o
Peter J. Sodini
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o o
Jon C. Strauss
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Dr. James H. Garrity o o
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For Against Abstain
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o o o
4. To ratify the selection by the Board
of Directors of Ernst & Young LLP as
independent public accountants for the
fiscal year ending December 31, 1999.
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Please be sure to sign and date this form.
Date
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Please sign exactly as name appears to the left.
When signing as attorney,executor, administrator,
trustee, or guardian, please give full title as
such. If signing for a corporation, please sign in
full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by
authorized person.
Contract Owner signs here Joint-owner signs here
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