SEPARATE ACCOUNT VA-5 OF TRANSAMERICA OCCIDENTAL LIFE INSURA
DEFA14A, 2000-07-17
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                            Notice to Contract Owner

                     Important! Please respond immediately.

June 2000

Dear Distinct Assets Contract Owner:

The Board of  Directors  of the  Lexington  Emerging  Markets  Fund has called a
special meeting of shareholders of the funds to be held on July 21,2000, for the
purposes described in the enclosed Proxy Statement.

The  Lexington  Emerging  Markets  Fund is available  under the Distinct  Assets
Variable  Annuity.  As a shareholder in the Fund,  Transamerica  Occidental Life
Insurance Company will vote its shares at this meeting. As a Contract Owner with
amounts  allocated to the Lexington  Emerging Markets Fund sub-account as of May
23, 2000,  the record date, you have the right to instruct  Transamerica  how to
vote.  Transamerica will vote all its shares in accordance with the instructions
it receives. This mailing is to solicit these instructions from you.

Enclosed are:

1.   An  instruction  form that you should use to instruct  Transamerica  how to
     vote the Fund shares it holds.

2.   The proxy solicitation  materials from the Fund. Review these to learn more
     about the meeting and the proposals which will be voted on.

3.       A postage paid envelope to return your Instruction Form.

Please mark your instructions on the Instruction Form, sign, date, and return it
in the enclosed envelope.

Thank you,



Sandy Brown

Vice President

Transamerica Occidental Life Insurance Company
<PAGE>
Please fold and detach  card at  perforation  before  mailing

     Please vote by filling in the appropriate boxes below.
<TABLE>
<CAPTION>

Vote On Directors
<S>                                                                             <C>       <C>         <C>

                                                                                 FOR      WITHHOLD    FOR ALL
                                                                                ALL       ALL          EXCEPT
1. To elect  Directors  for a term of office to commence upon the
completion of the acquisition described in the accompanying proxy statement.

01)  Al Burton          05)Walter H. May        09)Robert W. Stallings
02) Paul S. Doherty     06) Jock  Patton        10) John G. Truner
03) Robert B. Goode     07) David W. C. Putnam  11)David W. Wallace
04) Alan L. Gosule      08)John R. Smith

To  withhold  authority  to  vote,  mark  the "For All  Except"  and  write  the
nominee(s) number on the line below.

                                                                                FOR       AGAINST        ABSTAIN
Vote On Proposals
2. To approve a new  Investment  Management
Agreement between the Fund and Pilgrim Investments, Inc. to take effect upon the
completion of the proposed acquisition of Lexington Global Asset Managers,  Inc.
by ReliaStar Financial Corp.

                                                                                FOR       AGAINST        ABSTAIN
3. To approve a new Investment Management Agreement
between  the  Fund  and  Pilgrim  Investments,  Inc.  to take  effect  upon  the
completion of the proposed acquisition of ReliaStar Financial Corp. by ING Groep
N.V.

                                                                                FOR       AGAINST        ABSTAIN
5.  To ratify  the  selection  of KPMG LLP as the  Fund's  independent  public
accountants  for the fiscal  year ending  December  31,  2000.

                                                                                FOR       AGAINST        ABSTAIN
6. To approve Amended and  Restated  Articles  of  Incorporation.

                                                                                FOR       AGAINST        ABSTAIN

8. To transact  such other  business as may properly  come before the Meeting or
any adjournment(s) thereof.
</TABLE>


In their  discretion,  the proxies are authorized to vote on such other business
as may  properly  come  before the  Special  Meeting.  A majority of the proxies
present and acting at the  Special  Meeting in person or by  substitute  (or, if
only one shall be so present,  then that one) shall have and may exercise all of
the power and  authority  of said  proxies  hereunder.  The  undersigned  hereby
revokes any proxy previously given.

<PAGE>
FIRST CLASS U.S. POSTAGE PAID PROXY TABULATOR


                          TRANSAMERICA LIFE COMPANIES
                             ANNUITY SERVICE CENTER
                         401 N. Tyron Street, Suite 700
                              Charlotte, NC 28202


LEXINGTON  EMERGING  MARKETS  FUND,  INC.               Meeting:  July 21, 2000
                                                                  AT 9AM VOTING
                                                                INSTRUCTION CARD

     This  instruction  card is being solicited by Transamerica  Occidental Life
Insurance   Companies  or  Transamerica  Life  Insurance  Company  of  New  York
("Transamerica"),  as a shareholder of the Lexington  Emerging Markets Fund. The
undersigned  owners of a Distinct  Assets  variable  annuity with account  value
allocated  to the  Lexington  Emerging  Markets  Fund  (Fund)  hereby  instructs
Transamerica to vote in the manner  indicated on the reverse side at the Special
Meeting of Shareholders of the Fund to be held at Park 80 West Plaza Two, Saddle
Brook,  New Jersey at the date and time indicated above and at any  adjournments
thereof.  The undersigned hereby acknowledges  receipt of the enclosed Notice of
Special Meeting and Proxy Statement. Every properly signed instruction card will
be voted in the manner specified  thereon and, in the absence of  specification,
will be  treated  as  GRANTING  authority  to vote  FOR all of the  items on the
reverse  side.

                                                    PLEASE SIGN IN THE BOX BELOW

                                                    Date:______________________

                    Please sign exactly as your name appears on this instruction
                    card. If joint owners, EITHER may sign the instruction card.
                    When signing as attorney, executor, administrator,  trustee,
                    guardian or corporate officer, please give your full title.

                                                _______________________________
                                                Signature(s)


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