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. 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 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. 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 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. 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