SEPARATE ACCOUNT VA-5NLNY OF FIRST TRANSAMERICA LIFE INSURAN
DEFA14A, 1999-05-10
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INVESCO FUNDS

TRANSAMERICA LIFE COMPANIES
401 N. TRYON STREET, SUITE 700
CHARLOTTE, NC 28202

INSTRUCTION  FORM TO  TRANSAMERICA  IN  CONNECTION  WITH THE PROXY  SOLICITED BY
INVESCO VARIABLE INVESTMENT FUNDS, INC.

This  instruction  form is  being  solicited  by  Transamerica  Occidental  Life
Insurance   Company,   or  Transamerica  Life  Insurance  Company  of  New  York
("Transamerica"),  as  a  shareholder  of  INVESCO  VIF  High  Yield  Fund.  The
undersigned  Contract  Owner  instructs  Transamerica  to  vote  in  the  manner
indicated  below,  all shares of INVESCO VIF High Yield Fund associated with the
Contract  Owner's  Account Value in the  corresponding  Sub-Account  of Separate
VA-5L (or VA-5LNY for  Transamerica  Life Insurance  Company of New York) at the
Special Meeting of Shareholders on May 20, 1999, and all  adjournments  thereof,
and in its sole discretion on such other matters as may properly come before the
meeting.

Please sign exactly as name appears hereon and return by May 14, 1999.




<PAGE>


THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED

INVESCO VIF HIGH YIELD FUND

Vote On Directors

2.       Election of the Company's Board of Directors: (1) Charles W. Brady; (2)
         Fred A. Deering; (3) Mark H. Williamson; (4) Dr. Victor L. Andrews; (5)
         Bob R. Baker;  (6)  Lawrence H. Budner;  (7) Dr.  Wendy Lee Gramm;  (8)
         Kenneth T. King; (9) John W. McIntyre; and (10) Dr. Larry Soll.

For All                    Withhold All              For All Except
- -----                      ----------                ---------

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


Vote On Proposals

1.        Approval of changes to the fundamental investment restrictions;

_____    To vote  against the  proposed  changes to one or more of the  specific
         fundamental  investment  restrictions,  but to approve others, PLACE AN
         "X" IN THE BOX AT left and indicate the  letter(s) (as set forth in the
         proxy  statement) of the investment  restriction or restrictions you do
         not want to change  on the line on the  reverse  side If you  choose to
         vote  differently  on  individual  restrictions,  you must mail in your
         proxy  card.  If you  choose  to  vote  the  same  on all  restrictions
         pertaining to your fund, telephone and internet voting are available.



For All                    Against All                Abstain All

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


3.  Ratification  of the selection of  PricewaterhouseCoopers  LLP as the Fund's
Independent Public Accountants.

For                        Against                   Abstain

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


- ----------------------------------------         -------------------------------
Signature [PLEASE SIGN WITHIN BOX]  Date         Signature (Joint Owners)  Date



<PAGE>


INVESCO FUNDS

TRANSAMERICA LIFE COMPANIES
401 N. TRYON STREET, SUITE 700
CHARLOTTE, NC 28202

INSTRUCTION  FORM TO  TRANSAMERICA  IN  CONNECTION  WITH THE PROXY  SOLICITED BY
INVESCO VARIABLE INVESTMENT FUNDS, INC.

This  instruction  form is  being  solicited  by  Transamerica  Occidental  Life
Insurance   Company,   or  Transamerica  Life  Insurance  Company  of  New  York
("Transamerica"),  as a shareholder of INVESCO VIF  Industrial  Income Fund. The
undersigned  Contract  Owner  instructs  Transamerica  to  vote  in  the  manner
indicated  below,  all shares of INVESCO VIF Industrial  Income Fund  associated
with the Contract  Owner's  Account Value in the  corresponding  Sub-Account  of
Separate VA-5L (or VA-5LNY for Transamerica  Life Insurance Company of New York)
at the Special  Meeting of  Shareholders  on May 20, 1999, and all  adjournments
thereof,  and in its sole  discretion on such other matters as may properly come
before the meeting.

Please sign exactly as name appears hereon and return by May 14, 1999.


<PAGE>



THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED

INVESCO VIF INDUSTRIAL INCOME FUND

Vote On Directors

2.       Election of the Company's Board of Directors: (1) Charles W. Brady; (2)
         Fred A. Deering; (3) Mark H. Williamson; (4) Dr. Victor L. Andrews; (5)
         Bob R. Baker;  (6)  Lawrence H. Budner;  (7) Dr.  Wendy Lee Gramm;  (8)
         Kenneth T. King; (9) John W. McIntyre; and (10) Dr. Larry Soll.

For All                    Withhold All              For All Except
- -----                      ----------                ---------

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


Vote On Proposals

1.    Approval of changes to the fundamental investment restrictions;

_____    To vote  against the  proposed  changes to one or more of the  specific
         fundamental  investment  restrictions,  but to approve others, PLACE AN
         "X" IN THE BOX AT left and indicate the  letter(s) (as set forth in the
         proxy  statement) of the investment  restriction or restrictions you do
         not want to change  on the line on the  reverse  side If you  choose to
         vote  differently  on  individual  restrictions,  you must mail in your
         proxy  card.  If you  choose  to  vote  the  same  on all  restrictions
         pertaining to your fund, telephone and internet voting are available.



For All                    Against All                Abstain All

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


3.  Ratification  of the selection of  PricewaterhouseCoopers  LLP as the Fund's
Independent Public Accountants.

For                        Against                   Abstain

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


- ----------------------------------------        -------------------------------
Signature [PLEASE SIGN WITHIN BOX]  Date        Signature (Joint Owners)   Date


<PAGE>



INVESCO FUNDS

TRANSAMERICA LIFE COMPANIES
401 N. TRYON STREET, SUITE 700
CHARLOTTE, NC 28202

INSTRUCTION  FORM TO  TRANSAMERICA  IN  CONNECTION  WITH THE PROXY  SOLICITED BY
INVESCO VARIABLE INVESTMENT FUNDS, INC.

This  instruction  form is  being  solicited  by  Transamerica  Occidental  Life
Insurance   Company,   or  Transamerica  Life  Insurance  Company  of  New  York
("Transamerica"),  as a  shareholder  of  INVESCO  VIF Total  Return  Fund.  The
undersigned  Contract  Owner  instructs  Transamerica  to  vote  in  the  manner
indicated below, all shares of INVESCO VIF Total Return Fund associated with the
Contract  Owner's  Account Value in the  corresponding  Sub-Account  of Separate
VA-5L (or VA-5LNY for  Transamerica  Life Insurance  Company of New York) at the
Special Meeting of Shareholders on May 20, 1999, and all  adjournments  thereof,
and in its sole discretion on such other matters as may properly come before the
meeting.

Please sign exactly as name appears hereon and return by May 14, 1999.


<PAGE>



THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED

INVESCO VIF TOTAL RETURN FUND

Vote On Directors

2.   Election of the  Company's  Board of Directors:  (1) Charles W. Brady;  (2)
     Fred A. Deering; (3) Mark H. Williamson; (4) Dr. Victor L. Andrews; (5) Bob
     R. Baker;  (6) Lawrence H. Budner;  (7) Dr. Wendy Lee Gramm; (8) Kenneth T.
     King; (9) John W. McIntyre; and (10) Dr. Larry Soll.

For All                    Withhold All              For All Except
- -----                      ----------                ---------

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


Vote On Proposals

1.    Approval of changes to the fundamental investment restrictions;

_____    To vote  against the  proposed  changes to one or more of the  specific
         fundamental  investment  restrictions,  but to approve others, PLACE AN
         "X" IN THE BOX AT left and indicate the  letter(s) (as set forth in the
         proxy  statement) of the investment  restriction or restrictions you do
         not want to change  on the line on the  reverse  side If you  choose to
         vote  differently  on  individual  restrictions,  you must mail in your
         proxy  card.  If you  choose  to  vote  the  same  on all  restrictions
         pertaining to your fund, telephone and internet voting are available.



For All                    Against All                Abstain All

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


3.  Ratification  of the selection of  PricewaterhouseCoopers  LLP as the Fund's
Independent Public Accountants.

For                        Against                   Abstain

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


- ----------------------------------------       -------------------------------
Signature [PLEASE SIGN WITHIN BOX]  Date       Signature (Joint Owners)   Date







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