SEPARATE ACCOUNT VA-5 OF TRANSAMERICA OCCIDENTAL LIFE INSURA
DEFA14A, 1997-01-24
Previous: SEPARATE ACCOUNT A OF FIRST FORTIS LIFE INS CO, N-4 EL, 1997-01-24
Next: SEPARATE ACCOUNT VA-5NLNY OF FIRST TRANSAMERICA LIFE INSURAN, DEFA14A, 1997-01-24






TO BE SURE YOU ARE REPRESENTED, PLEASE SIGN, DATE AND RETURN
PROMPTLY.

TRANSAMERICA LIFE COMPANIES
PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY  11735

INSTRUCTION CARD

FOR TRANSAMERICA IN CONNECTION WITH THE PROXY SOLICITED BY THE
INVESCO  VIF - HIGH YIELD PORTFOLIO

The undersigned Contract Owner instructs Transamerica  Occidental Life Insurance
Company  or  First   Transamerica   Life  Insurance   Company,   as  applicable,
("Transamerica") to vote in the manner indicated below all shares of the Invesco
VIF-High  Yield  Portfolio  attributable,  as  of  December  26,  1996,  to  the
allocation  of  the  Contract   Owner's  Account  Value  to  the   corresponding
Sub-Account of Separate Account VA-2L and VA-2LNY,  as applicable,  at a Special
Meeting of Stockholders on January 31, 1997, and all adjournments  thereof,  and
to vote in its sole  discretion  on such other  matters  which may properly come
before the meeting.

This  instruction  is solicited by  Transamerica  as  shareholder of the Invesco
VIF-High Yield  Portfolio.  Receipt of Notice of Special Meeting of Stockholders
and Proxy Statement is hereby acknowledged.

Please indicate your instructions by filling in the appropriate box below. If no
box is checked, Transamerica will take your instruction as for the proposals.

PLEASE MARK, SIGN, DATE AND RETURN THIS INSTRUCTION CARD IN THE
ACCOMPANYING ENVELOPE AS SOON AS POSSIBLE.  THANK YOU.  MARK
BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:   X
                            TRAIYF           KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------
                       DETACH AND RETURN THIS PORTION ONLY

           THIS INSTRUCTION CARD IS VALID ONLY WHEN SIGNED AND DATED.

TRANSAMERICA LIFE COMPANIES
INVESCO VIF-HIGH YIELD PORTFOLIO

THESE INSTRUCTIONS ARE SOLICITED BY TRANSAMERICA:

Vote on Directors
2.       Proposal to elect eleven directors of the Company:  Charles W. Brady, 
Dan J. Hesser, Fred A. Deering, Victor L. Andrews, Bob R. Baker, Lawrence H. 
Budner, Daniel D. Chabris, A.D. Frazier, Jr., Hubert L. Harris, Jr., Kenneth T.
 King and John W. McIntyre.
<PAGE>

For               Withhold    For all  To withhold authority to vote, mark
All               All         Except:  "For All Except" and write the
                                       nominee's name on the line below.
- ----              ----        ----     -------------------------

Vote On Proposals

1.A.  Proposal to approve a new investment advisory agreement between the 
Company and INVESCO Funds Group, Inc. ("IFG"), such agreement to take effect 
only if the proposed merger of A I M Management Group, Inc. into a wholly-owned
 U.S. subsidiary of INVESCO
PLC is consummated.   For___            Against___                Abstain___

1.B.  Proposal to approve a new sub-advisory agreement between IFG and INVESCO 
Trust Company, such agreement to take effect only if the proposed merger of 
A I M Management Group, Inc. into a wholly-owned U.S. subsidiary of INVESCO 
PLC is consummated.
For___            Against___                Abstain___

3.  Proposal to ratify the selection of Price Waterhouse LLP as independent 
accountants for the Company for the fiscal year ending December 31, 1997.
  For___  Against___Abstain___

Please sign  exactly as name appears  above.  If Contract is held in the name of
joint owners, each should sign.  Attorneys-in-fact,  executors,  administrators,
etc., should so indicate.

- -------------------              -------------------------          -----------
Contract Owner Signature         Joint Owners, if any, Signature     Date



<PAGE>



TO BE SURE YOU ARE REPRESENTED, PLEASE SIGN, DATE AND RETURN
PROMPTLY.

TRANSAMERICA LIFE COMPANIES
PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY  11735

INSTRUCTION CARD

FOR TRANSAMERICA IN CONNECTION WITH THE PROXY SOLICITED BY THE
INVESCO  VIF - TOTAL RETURN PORTFOLIO

The undersigned Contract Owner instructs Transamerica  Occidental Life Insurance
Company  or  First   Transamerica   Life  Insurance   Company,   as  applicable,
("Transamerica") to vote in the manner indicated below all shares of the Invesco
VIF-Total  Return  Portfolio  attributable,  as of  December  26,  1996,  to the
allocation  of  the  Contract   Owner's  Account  Value  to  the   corresponding
Sub-Account of Separate Account VA-2L and VA-2LNY,  as applicable,  at a Special
Meeting of Stockholders on January 31, 1997, and all adjournments  thereof,  and
to vote in its sole  discretion  on such other  matters  which may properly come
before the meeting.

This  instruction  is solicited by  Transamerica  as  shareholder of the Invesco
VIF-Total Return Portfolio. Receipt of Notice of Special Meeting of Stockholders
and Proxy Statement is hereby acknowledged.

Please indicate your instructions by filling in the appropriate box below. If no
box is checked, Transamerica will take your instruction as for the proposals.

PLEASE MARK, SIGN, DATE AND RETURN THIS INSTRUCTION CARD IN THE
ACCOMPANYING ENVELOPE AS SOON AS POSSIBLE.  THANK YOU.  MARK
BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:                   X
                          TRAIRF           KEEP THIS PORTION FOR YOUR RECORDS
- ----------------------------------------------------------------------------
                       DETACH AND RETURN THIS PORTION ONLY

           THIS INSTRUCTION CARD IS VALID ONLY WHEN SIGNED AND DATED.

TRANSAMERICA LIFE COMPANIES
INVESCO VIF-TOTAL RETURN PORTFOLIO

THESE INSTRUCTIONS ARE SOLICITED BY TRANSAMERICA:

Vote on Directors
2.       Proposal to elect eleven directors of the Company:  Charles W. Brady, 
Dan J. Hesser,
         Fred A. Deering, Victor L. Andrews, Bob R. Baker, Lawrence H. Budner, 
Daniel D.
         Chabris, A.D. Frazier, Jr., Hubert L. Harris, Jr., Kenneth T. King and
 John W.


<PAGE>



         McIntyre.

For               Withhold   For all To withhold authority to vote, mark
All               All        Except: "For All Except" and write the
                                     nominee's name on the line below.
- ----              ----       ----    -------------------------

Vote On Proposals

1.A.  Proposal to approve a new investment advisory agreement between the
 Company and INVESCO Funds Group, Inc. ("IFG"), such agreement to take effect
 only if the  proposed merger of A I M Management Group, Inc. into a wholly-
owned U.S. subsidiary of INVESCO
PLC is consummated.              
           For___            Against___                Abstain___

1.B.  Proposal to approve a new sub-advisory agreement between IFG and INVESCO 
Trust Company, such agreement to take effect only if the proposed merger of 
A I M Management Group, Inc. into a wholly-owned U.S. subsidiary of INVESCO 
PLC is consummated.
For___            Against___                Abstain___

3.  Proposal to ratify the selection of Price Waterhouse LLP as independent 
accountants for the Company for the fiscal year ending December 31, 1997. 
For___  Against___Abstain___

Please sign  exactly as name appears  above.  If Contract is held in the name of
joint owners, each should sign.  Attorneys-in-fact,  executors,  administrators,
etc., should so indicate.

- -------------------                 -------------------------        ----------
Contract Owner Signature           Joint Owners, if any, Signature    Date



<PAGE>



TO BE SURE YOU ARE REPRESENTED, PLEASE SIGN, DATE AND RETURN
PROMPTLY.

TRANSAMERICA LIFE COMPANIES
PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY  11735

INSTRUCTION CARD

FOR TRANSAMERICA IN CONNECTION WITH THE PROXY SOLICITED BY THE
INVESCO  VIF - INDUSTRIAL INCOME PORTFOLIO

The undersigned Contract Owner instructs Transamerica  Occidental Life Insurance
Company  or  First   Transamerica   Life  Insurance   Company,   as  applicable,
("Transamerica") to vote in the manner indicated below all shares of the Invesco
VIF-Industrial  Income Portfolio  attributable,  as of December 26, 1996, to the
allocation  of  the  Contract   Owner's  Account  Value  to  the   corresponding
Sub-Account of Separate Account VA-2L and VA-2LNY,  as applicable,  at a Special
Meeting of Stockholders on January 31, 1997, and all adjournments  thereof,  and
to vote in its sole  discretion  on such other  matters  which may properly come
before the meeting.

This instruction is solicited by Transamerica as shareholder of the Invesco 
VIF-Industrial Income Portfolio.  Receipt of Notice of Special Meeting of 
Stockholders and Proxy Statement is hereby acknowledged.

Please indicate your instructions by filling in the appropriate box below. If no
box is checked, Transamerica will take your instruction as for the proposals.

PLEASE MARK, SIGN, DATE AND RETURN THIS INSTRUCTION CARD IN THE
ACCOMPANYING ENVELOPE AS SOON AS POSSIBLE.  THANK YOU.  MARK
BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:                X
                           TRAIIN           KEEP THIS PORTION FOR YOUR RECORDS
- ---------------------------------------------------------------------------
                       DETACH AND RETURN THIS PORTION ONLY

           THIS INSTRUCTION CARD IS VALID ONLY WHEN SIGNED AND DATED.

TRANSAMERICA LIFE COMPANIES
INVESCO VIF-INDUSTRIAL INCOME PORTFOLIO

THESE INSTRUCTIONS ARE SOLICITED BY TRANSAMERICA:

Vote on Directors
2.       Proposal to elect eleven directors of the Company:  Charles W. Brady, 
Dan J. Hesser,          Fred A. Deering, Victor L. Andrews, Bob R. Baker, 
Lawrence H. Budner, Daniel D.          Chabris, A.D. Frazier, Jr., Hubert L. 
Harris, Jr., Kenneth T. King and John W.   McIntyre.
<PAGE>


For               Withhold    For all   To withhold authority to vote, mark
All               All         Except:   "For All Except" and write the
                                        nominee's name on the line below.
- ----              ----        ----      -------------------------

Vote On Proposals

1.A.  Proposal to approve a new investment advisory agreement between the 
Company and INVESCO Funds Group, Inc. ("IFG"), such agreement to take effect 
only if the proposed merger of A I M Management Group, Inc. into a wholly-owned
 U.S. subsidiary of INVESCO
PLC is consummated.                         
For___            Against___                Abstain___

1.B.  Proposal to approve a new sub-advisory agreement between IFG and INVESCO 
Trust Company, such agreement to take effect only if the proposed merger of 
A I M Management Group, Inc. into a wholly-owned U.S. subsidiary of INVESCO 
PLC is consummated.
For___            Against___                Abstain___

3.  Proposal to ratify the selection of Price Waterhouse LLP as independent 
accountants for
the Company for the fiscal year ending December 31, 1997. 
 For___  Against___Abstain___

Please sign  exactly as name appears  above.  If Contract is held in the name of
joint owners, each should sign.  Attorneys-in-fact,  executors,  administrators,
etc., should so indicate.

- -------------------                 -------------------------        ----------
Contract Owner Signature             Joint Owners, if any, Signature   Date



<PAGE>




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission