TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
INFORMATION STATEMENT
REGARDING A SPECIAL MEETING OF THE
SHAREHOLDERS OF THE HUDSON RIVER TRUST
February 22, 1997
GENERAL
This information statement is furnished by Transamerica Occidental Life
Insurance Company ("Transamerica"), a California stock life insurance company,
to owners of its variable life insurance policies and certificates
("Policyowners") who had net premiums allocated to the investment divisions of
Transamerica's Separate Account VL (the "Separate Account") on January 15, 1997
(the "Record Date").
Each Separate Account is registered with the Securities and Exchange
Commission as an investment company in unit investment trust form. The assets in
each investment division of the Separate Account are invested in series of
shares of beneficial interest relating to corresponding portfolios of The Hudson
River Trust, a mutual fund (the "Trust").
Transamerica is required to offer Policyowners the opportunity to
instruct Transamerica, as owner of all Trust shares held by the Separate
Account, as to how it should vote on three proposals to be considered at the
Special Meeting of the Shareholders of The Hudson River Trust referred to in the
preceding notice and at any adjournments (the "Special Meeting").
The proposals to be considered at the Special Meeting are discussed in
the Trust's Proxy Statement which is enclosed. Policyowners are urged to read
the enclosed Proxy Statement prior to completing the ballot.
This Information Statement and the accompanying ballot are being mailed
to Policyowners on or about February 22, 1997.
HOW TO INSTRUCT TRANSAMERICA
To instruct Transamerica as to how to vote the shares of beneficial
interest of the Trust (the "Shares") held in the investment divisions of the
Separate Account, Policyowners are asked to promptly mark their voting
instructions on the enclosed ballot; then, sign, date and mail it in the
accompanying postage-paid envelope.
IF A BALLOT IS NOT MARKED TO INDICATE VOTING
INSTRUCTIONS BUT IS SIGNED, DATED AND RETURNED,
IT WILL BE TREATED AS AN INSTRUCTION TO
VOTE THE SHARES FOR EACH OF THE PROPOSALS.
The number of Shares held in each investment division of the Separate
Account for which a Policyowner may provide voting instructions (in the
aggregate, "Shares Attributable to Policyowners") was determined as of the
Record Date by dividing (i) a policy's Account Value (minus any policy
indebtedness) allocable to that division by (ii) the net asset value of one
share of the corresponding portfolio of the Trust.
At any time prior to Transamerica's voting of the Shares held in an
investment division of the Separate Account at the Special Meeting, a
Policyowner may revoke his or her ballot with respect to that division by
written notice to the Secretary of Transamerica or by properly executing a
later-dated ballot.
HOW TRANSAMERICA WILL VOTE
The Shares Attributable to Policyowners in each division of the
Separate Account for which Transamerica receives no voting instructions in time
will be voted by Transamerica for or against approval of a proposal, or as an
abstention, in the same proportion as the Shares Attributable to Policyowners
for which Transamerica receives voting instructions. Shares attributable to
amounts retained by Transamerica in each division of the Separate Account will
be voted in the same proportion as votes cast by contractowners of all
Shareholders in respect of such division of the Separate Account.
OTHER MATTERS
Transamerica is not aware of any matters, other than the specified
proposals, to be acted on at the Special Meeting. If any other matters come
before the Special Meeting, Transamerica will vote the Shares upon such matters
in its discretion.
Ballots may be solicited by employees of Transamerica and its
subsidiaries. The solicitation will be by mail and may also be by telephone,
telegram or personal interview. Transamerica reserves the right to vote for
adjournment of the Special Meeting for the purpose of further solicitation of
ballots.
Please Promptly mark your voting instruction on the enclosed ballot;
then sign, date and mail it in the enclosed postage-paid envelope. It is
important that your policy, contract or certificate be represented.
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TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
BALLOT
A SEPARATE BALLOT IS PROVIDED FOR EACH HUDSON RIVER TRUST PORTFOLIO IN WHICH YOU
CONTRACT VALUES WERE INVESTED AS OF JANUARY 15, 1997. PLEASE SIGN, DATE AND
RETURN ALL BALLOTS RECEIVED.
Please fold and detach ballot at perforation. Return
portion below only.
SPECIAL MEETING OF THE SHAREHOLDERS OF THE HUDSON RIVER TRUST
The undersigned, the holder of one or more variable life insurance
policies or certificates (the "Contracts') whose policy account value is
invested in the above-referenced portfolio of The Hudson River Trust (the
"Trust"), hereby instructs Transamerica Occidental Life Insurance Company
("Transamerica Occidental") the owner of all shares of the Trust attributable to
the Contracts and, therefore, a shareholder of the Trust, to vote as indicated
on the reverse side on the specific proposals that will be considered at the
Special Meeting of the shareholders of each portfolio of the Trust, or any
adjournment thereof, as described the Trust Proxy Statement, and to vote, in its
discretion, on such other matters as may properly come before such meeting.
This Ballot is solicited by Transamerica Occidental Life Insurance
Company. Receipt of the Trust Proxy Statement accompanying this Ballot is
acknowledged by the undersigned.
PLEASE MARK, SIGN, DATE AND MAIL YOUR BALLOT IN THE ENCLOSED
ENVELOPE
Date: 1997
If joint owner, each should sign. When signing as executor, trustee, etc. Give
full title as such.
- --------------------------------------
Signature(s) TOLIC
PLEASE BE SURE TO SIGN AND DATE THIS BALLOT ON THE REVERSE SIDE.
Please fold and detach ballot at perforation. Return portion below only.
This Ballot, when properly executed, will be voted in the manner directed below
by the undersigned.
IF YOU SIGN AND RETURN THIS BALLOT WITHOUT DIRECTING US HOW TO
VOTE, THIS BALLOT WILL BE VOTED FOR EACH OF THE PROPOSALS. PLEASE
VOTE BY FILLING IN THE APPROPRIATE BOX BELOW USING BLUE OR BLACK
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INK OR DARK PENCIL. THE TRUSTEES RECOMMEND THAT SHAREHOLDERS
VOTE FOR THE FOLLOWING PROPOSALS.
1. Approval of new Investment Advisory Agreement. For Against Abstain
2. Election of Trustees of the Trust.
Nominees for Trustee:
Peter D. Noris and Clifford L. Michel
To withhold authority for either Nominee, print that nominee's
name on the line
below. For Against Abstain
- ---------------------------------
3. Approval of Amendment and Restatement of the Trust's Agreement and
Declaration of
Trust. For Against Abstain
TOLIC
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