OPPENHEIMER VARIABLE ACCOUNT FUNDS
3410 South Galena Street, Denver, Colorado 80231
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD
AUGUST 23, 1994
To The Shareholders of
Oppenheimer Variable Account Funds:
Notice is hereby given that a Special Meeting of Shareholders of
Oppenheimer Variable Account Funds (the "Trust") will be held at 3410
South Galena Street, Denver, Colorado, 80231, at 2:00 P.M., Denver time,
on August 23, 1994, or any adjournments thereof, for the following
purposes:
(a) To approve Investment Advisory Agreements between the Trust and
Oppenheimer Management Corporation for each Fund that would provide for
an increase in management fee rates (Proposal No. 1);
(b) To approve changes in the fundamental investment policies of each
Fund (except Strategic Bond Fund) on hedging, writing covered calls,
purchasing commodities and investments on margin, and short sales against-
the-box (Proposal No. 2) (Note: Strategic Bond Fund shareholders do not
vote on this Proposal); and
(c) To transact such other business as may properly come before the
meeting, or any adjournments thereof.
Shareholders of record at the close of business on July 15, 1994, are
entitled to vote at the meeting. The Proposals are more fully discussed
in the Proxy Statement. Please read it carefully before telling us,
through your proxy or in person, how you wish your shares to be voted.
The Board of Trustees of the Trust recommends a vote in favor of each
Proposal. WE URGE YOU TO MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY
PROMPTLY.
By Order of the Board of Trustees,
George C. Bowen, Secretary
July 25, 1994
_______________________________________________________________________
Shareholders who do not expect to attend the meeting are asked to indicate
voting instructions on the enclosed proxy and to date, sign and return it
in the accompanying postage-paid envelope. To avoid unnecessary duplicate
mailings, we ask your cooperation in promptly mailing your proxy no matter
how large or small your holdings may be.
<PAGE>
OPPENHEIMER VARIABLE ACCOUNT FUNDS
3410 South Galena Street, Denver, Colorado 80231
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 23, 1994
This statement is furnished to the shareholders of Oppenheimer Variable
Account Funds (the "Trust") in connection with the solicitation by the
Trust's Board of Trustees of proxies to be used at a special meeting (the
"Meeting") of shareholders to be held at 3410 South Galena Street, Denver,
Colorado, 80231, at 2:00 P.M., Denver time, on August 23, 1994, or any
adjournments thereof. It is expected that the mailing of this Proxy
Statement will be made on or about July 28, 1994.
The proxy may be revoked at any time prior to the voting by: (1) writing
to the Secretary of the Fund at 3410 South Galena Street, Denver, Colorado
80231; (2) signing and returning a new proxy (if returned and received in
time to be voted); or (3) attending the meeting and voting in person;
The cost of printing this proxy statement is an expense of the Trust's
investment adviser, Oppenheimer Management Corporation (the "Manager"),
and the cost of its distribution is an expense of the insurance companies
(the "Participating Insurance Companies") holding Trust shares in their
separate accounts. In addition to the solicitation of proxies by mail,
proxies may be solicited by officers or employees of the Manager,
personally or by telephone or telegraph; any expenses so incurred will
also be borne by the Manager. Participating Insurance Companies may be
required to forward soliciting material to their contract owners.
The enclosed proxy, if properly executed and returned, will be voted (or
counted as an abstention) in accordance with the choices specified
thereon. The proxy will be voted in favor of each Proposal unless a
choice is indicated to vote against or to abstain from voting on that
Proposal. Shares owned of record by a Participating Insurance Company
will be voted by that Participating Insurance Company based on
instructions received from its contract owners. If no instructions are
received, the Participating Insurance Company will as record holder vote
such shares on the Proposals in the same proportion as that insurance
company votes shares for which voting instructions were received in time
to be voted. If a shareholder executes and returns a proxy but fails to
indicate how the votes should be cast, the proxy will be voted in favor
of each Proposal.
Shares Outstanding and Entitled to Vote. The Trust consists of eight
separate Funds (the "Funds"). These are Oppenheimer Money Fund ("Money
Fund"), Oppenheimer High Income Fund ("High Income Fund"), Oppenheimer
Bond Fund ("Bond Fund"), Oppenheimer Capital Appreciation Fund ("Capital
Appreciation Fund"), Oppenheimer Growth Fund ("Growth Fund"), Oppenheimer
Multiple Strategies Fund ("Multiple Strategies Fund"), Oppenheimer Global
Securities Fund ("Global Securities Fund") and Oppenheimer Strategic Bond
Fund ("Strategic Bond Fund"). The holders of shares are entitled to one
vote for each share (and a fractional vote for a fractional share) held
at the close of business on the record date. Each share of a Fund has
voting rights equal to each other share of that Fund. Shares of a
particular Fund may be voted only on the Investment Advisory Agreement or
fundamental policy which relates to that Fund.
All of the outstanding shares of each Fund are held of record by one
or more of the Participating Insurance Companies, several of which are
identified below. As of July 15, 1994, the only entities owning of record
or known by the management of the Trust to be the beneficial owners of 5%
or more of the outstanding shares of any Fund were (i) Variable Account
B of Monarch Life Insurance Company ("Monarch"), Springfield, MA; (ii)
Separate Accounts P and Q of Bankers Security Life Insurance Society
("Bankers Security"), Arlington, VA; (iii) Separate Accounts II, III and
IV of The Life Insurance Company of Virginia ("Life of Virginia"),
Richmond, VA; (iv) Separate Accounts I and II of Nationwide Life Insurance
Company ("Nationwide"), Columbus, OH; or (v) Separate Account A of
Confederation Life Insurance and Annuity Company ("Confederation"),
Atlanta, GA. Such shares were held as follows:
<PAGE>
<TABLE>
<CAPTION>
Total
No. of Shares Bankers Life of
Fund Outstanding Monarch Security Virginia Nationwide Confederation
<S> <C> <C> <C> <C> <C> <C>
Money Fund 101,682,000.840 37,104,267.660 20,075,157.690 7,022,529.760 -- 37,480,045.730
(36.49%) (19.74%) (6.91%) (36.86%)
High Income 10,145,545.671 1,604,977.923 2,534,365.313 2,212,419.330 -- 3,743,116.781
Fund (15.82%) (24.98%) (21.81%) (36.89%)
Bond Fund 11,139,922.36 808,356.176 -- 1,375,561.558 7,134,575.286 1,821,429.439
(7.26%) (12.35%) (64.05%) (16.35%)
Capital 6,229,093.078 661,704.794 1,713,502.251 1,979,240.727 -- 1,858,032.308
Appreciation (10.62%) (27.51%) (31.77%) (29.83%)
Fund
Growth Fund 3,489,156.606 974,988.653 -- 715,725.105 -- 1,798,442.796
(27.94%) (20.51%) (51.54%)
Multiple 21,672,227.123 3,999,879.185 3,744,549.389 2,293,264.103 7,313,006.226 4,321,528.517
Strategies (18.46%) (17.28%) (10.58%) (33.74%) (19.94%)
Global 13,004,753.127 -- 1,671,936.417 -- 7,531,492.441 3,717,618.253
Securities (12.86%) (57.91%) (28.59%
Fund
Strategic 3,357,425.038 -- -- -- -- 3,357,425.038
Bond Fund (100.0%)
</TABLE>
<PAGE>
APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENT
(Proposal No. 1)
Each Fund has an investment advisory agreement between the Trust and the
Manager (the "Current Agreement"). The Current Agreement for each Fund
except Global Securities Fund and Strategic Bond Fund was submitted to and
approved by shareholders of these Funds at a meeting held October 1, 1990,
because the acquisition of the Manager on October 22, 1990 terminated the
previous agreement for that Fund. The Current Agreement for Global
Securities Fund was submitted to and approved by shareholders of that Fund
on August 27, 1991. The Current Agreement for Strategic Bond Fund is
being submitted to shareholders (other than the Manager) of that Fund for
the first time at this meeting. Each Current Agreement was renewed for
one year in December of 1993.
At a meeting of the Trust's Board of Trustees held June 28, 1994, the
Board, including a majority of the Trustees who are not "interested
persons" (as defined in the Investment Company Act) of the Fund or the
Manager, approved the terms of new Investment Advisory Agreements for each
Fund (the "Proposed Agreements") between the Trust and the Manager. If
approved by shareholders at this meeting, the Proposed Agreements will be
effective on September 1, 1994, and continue in effect until December 31,
1994, and thereafter from year to year unless terminated, but only so long
as such continuance is approved in accordance with the Investment Company
Act. If the Proposed Agreement for any Fund other than Strategic Bond is
not approved by shareholders, the Current Agreement for that Fund will
continue in effect. If the Current and Proposed Agreements for Strategic
Bond Fund are not approved by shareholders, the Trust's Board of Trustees
intends to promptly submit another proposal to the shareholders of that
Fund for consideration.
Under the Current Agreements, each Fund's management fee is computed on
the aggregate net asset value of all eight Funds, and that amount is then
multiplied by the ratio of a Fund's net assets to the aggregate of the net
assets of all eight Funds. The Current Agreements also contain
breakpoints which generally apply to the aggregate net assets of the
combined eight Funds with the exception of the Strategic Bond Fund Current
Agreement, which has no breakpoints.
Under the Proposed Agreements, each Fund's management fee, including
breakpoints, would be computed on the net assets of that Fund alone, and
a new schedule of fee rates would be adopted that would increase
management fees paid to the Manager. Exhibit A to this proxy statement
shows the management fee rates charged under the Current Agreements, and
the rates that would be charged under the Proposed Agreements. Exhibit
B contains a list of all registered investment companies for which the
Manager and its affiliates act as investment advisors together with the
description of the management fee paid by each. Exhibit C sets forth the
management fee rates and total expenses paid by each Fund during its
fiscal year ended December 31, 1993, and compares these amounts with the
amounts that would have been paid had the proposed rates been in effect.
The Proposed Agreements and the Current Agreements (hereinafter jointly
referred to as the "Agreements") are identical other than the change in
the date of the Agreements and the management fee rates and the method of
assessing those rates described above. Under the Agreements, the Manager
supervises the investment operations of each Fund and the composition of
its portfolio and furnishes each Fund advice and recommendations with
respect to investments, investment policies and the purchase and sale of
securities. The Agreements require the Manager, at its expense, to
provide each Fund with adequate office space, facilities and equipment as
well as to provide, and supervise the activities of, all administrative
and clerical personnel required to provide effective administration for
each Fund, including the compilation and maintenance of records with
respect to its operations, the preparation and filing of specified
reports, and composition of proxy materials and registration statements
for continuous public sale of shares of each Fund. Expenses not expressly
assumed by the Manager under the Agreements are paid by each Fund. The
Agreements list examples of expenses paid by the Funds, the major
categories of which relate to interest, taxes, brokerage commissions, fees
to certain Trustees, legal and audit expenses, custodian and transfer
agent expenses, share certificate issuance costs, certain printing and
registration costs, and non-recurring expenses, including litigation.
The Agreements contain no expense limitation. However, independently of
the Current Agreements, the Manager has undertaken that the ordinary
operating expenses of the Funds (except Global Securities Fund and
Strategic Bond Fund) in any fiscal year (including the management fee but
excluding taxes, interest, brokerage commissions, and extraordinary non-
recurring expenses such as litigation costs) shall not exceed 2% of the
first $10 million of average net assets of that Fund, plus 1.5% of the
next $20 million, plus 1% of average net assets above $30 million for such
year. The Manager has advised the Trust that effective January 1, 1995,
those limits will be changed, whether or not the Proposed Agreements are
adopted; the new limits are 2.5% of the first $30 million of average net
assets of each Fund (including Global Securities Fund and Strategic Bond
Fund), 2.0% of the next $70 million and 1.5% of average net asset over
$100 million. The payment of the management fees at the end of any month
will be reduced so that there will not be any accrued but unpaid liability
under this expense limitation. In addition, the Manager has agreed that
if the Proposed Agreement for Strategic Bond Fund is adopted, the Manager
will limit the management fee charged under that Agreement so that the
ordinary operating expenses of that Fund would not exceed 1.0% of its
average net assets in any fiscal year. The Manager reserves the right to
change or eliminate these expense limitations at any time. An additional
expense limitation that will terminate upon adoption of the Proposed
Agreements provides that the Participating Insurance Companies and the
Manager will voluntarily limit expenses of each Fund (except Global
Securities Fund and Strategic Bond Fund) to 0.75% of average net assets
in any fiscal year, as follows: (i) by Bankers Security, for Multiple
Strategies Fund only, in proportion to its accounts in that Fund, (ii) by
Massachusetts Mutual Life Insurance Company, in proportion to its
accounts, (iii) by the Manager in proportion to Life of Virginia's
accounts and Nationwide's accounts and (iv) the balance by Monarch.
Neither the Manager nor any of the Participating Insurance Companies made
any reimbursement payments to any of the Funds during the fiscal year
ended December 31, 1993, and the Board has been advised that in the
current fiscal year, the Manager does not anticipate that any Fund will
be reimbursed under the revised voluntary expense limitation. However,
the Manager anticipates that the Strategic Bond Fund management fee will
be reduced under the above-described 1.0% limit during that Fund's current
fiscal year.
The Agreements provide that the Manager is not liable for any loss
sustained by the Trust and/or a Fund in connection with matters to which
the Agreements relate, except a loss resulting by reason of the Manager's
willful misfeasance, bad faith or gross negligence in the performance of
its duties, or by reason of its reckless disregard of its obligations and
duties under the Agreements. The Agreements permit the Manager to act as
investment adviser for any other person, firm or corporation and to use
the name "Oppenheimer" in connection with any of its activities, or to
license any other party to use that name. If the Manager shall no longer
act as investment adviser to the Funds, the right of the Funds and the
Trust to use the name "Oppenheimer" as part of their names may be
withdrawn.
Brokerage Provisions of the Capital Appreciation Fund, Growth Fund,
Multiple Strategies Fund, Global Securities Fund and Strategic Bond Fund
Agreements. One of the duties of the Manager under the Agreements is to
arrange the portfolio transactions for the Funds. The Agreements contain
provisions relating to employment of broker-dealers ("brokers") to effect
the Funds' portfolio transactions. In doing so, the Manager is authorized
by the Agreements to employ such brokers, including "affiliated" broker-
dealers, as that term is defined in the Investment Company Act, as may,
in its best judgment based on all relevant factors, implement the policy
of the Funds to obtain, at reasonable expense, the "best execution"
(prompt and reliable execution at the most favorable price obtainable) of
such transactions. The Manager need not seek competitive commission
bidding but is expected to be aware of the current rates of eligible
brokers and to minimize the commissions paid to the extent consistent with
the provisions of the Agreements and the interests and policies of the
Funds as established by the Board of Trustees.
Under the Agreements, the Manager is authorized to select brokers which
provide brokerage and/or research services for the Funds and/or the other
accounts over which the Manager or its affiliates have investment
discretion. The commissions paid to such brokers may be higher than
another qualified broker would have charged, if a good faith determination
is made by the Manager that the commission is reasonable and fair in
relation to the services provided.
Description of Brokerage Practices. Subject to the provisions of the
Agreements, allocations of brokerage are made by portfolio managers under
the supervision of executive officers of the Manager. Transactions in
securities other than those for which an exchange is the primary market
are generally done with principals or market makers. Brokerage
commissions are paid primarily for effecting transactions in listed
securities and otherwise only if it appears likely that a better price or
execution can be obtained. When the Funds engage in an option
transaction, ordinarily the same broker will be used for the purchase or
sale of the option and any transactions in the securities to which the
option relates. When possible, concurrent orders to purchase or sell the
same security by more than one of the accounts managed by the Manager or
its affiliates are combined. The transactions effected pursuant to such
combined orders are averaged as to price and allocated in accordance with
the purchase or sale orders actually placed for each account. Option
commissions may be relatively higher than those which would apply to
direct purchases and sales of portfolio securities.
Most purchases of money market instruments and debt obligations are
principal transactions at net prices. Instead of using a broker for those
transactions, the Funds normally deal directly with the selling or
purchasing principal or market maker unless it determines that a better
price or execution can be obtained using a broker. Purchases of these
securities from underwriters include a commission or concession paid by
the issuer to the underwriter, and purchases from dealers include a spread
between the bid and asked prices. The Funds seek to obtain prompt
execution of such orders at the most favorable net price.
The research services provided by a particular broker may be useful only
to one or more of the advisory accounts of the Manager and its affiliates,
and investment research obtained for the commissions of those other
accounts may be useful both to the Funds and one or more of such other
accounts. Such research, which may be supplied by a third party at the
instance of a broker, includes information on particular companies and
industries as well as market or economic trends and portfolio strategy,
receipt of market quotations for portfolio valuations, information
systems, computer hardware and similar products and services. If a
research service also assists the Manager in a non-research capacity (such
as bookkeeping or other administrative functions), then only the
percentage or component that provides assistance to the Manager in the
investment decision-making process may be paid for in commission dollars.
The research services provided by brokers broaden the scope and supplement
the research activities of the Manager by making available additional
views for consideration and comparisons, and to enable the Manager to
obtain market information for the valuation of securities held in the
Funds' portfolios or being considered for purchase. The Board, including
the "Independent Trustees" (those Trustees of the Trust who are not
"interested persons," as defined in the Investment Company Act) annually
reviews information furnished by the Manager as to the commissions paid
to brokers furnishing such services so that the Board may ascertain
whether the amount of such commissions was reasonably related to the value
or benefit of such services. The Board of Trustees has permitted the
Manager to use concessions on fixed-price offerings to obtain research,
in the same manner as is permitted for agency transactions.
Money Fund, High Income Fund, Bond Fund and Strategic Bond Fund. As most
purchases made by Money Fund, High Income Fund, Bond Fund and Strategic
Bond Fund are principal transactions at net prices, these Funds incur
little or no brokerage costs. Purchases of securities from underwriters
include a commission or concession paid by the issuer to the underwriter,
and purchases from dealers include a spread between the bid and asked
price. No principal transactions and, except under unusual circumstances,
no agency transaction for these Funds will be handled by any affiliated
securities dealer. In the unusual circumstance when these Funds pay
brokerage commissions, the above-described brokerage practices and
policies are followed. Money Fund's policy of investing in short-term
debt securities with maturities of less than 397 days results in high
portfolio turnover. However, since brokerage commissions, if any, are
small, high portfolio turnover does not have an appreciable adverse effect
upon the net asset value of that Fund. The Board of Trustees has
permitted the Manager to use concessions on fixed price offerings to
obtain research, in the same manner as permitted for agency transactions.
During the Funds' fiscal years ended December 31, 1993, total brokerage
commissions paid by the Funds (not including spreads or concessions on
principal transactions on a net trade basis) were $139,429, $6,723,
$33,497, $176,858 and $352,908 for Capital Appreciation Fund, High Income
Fund, Growth Fund, Multiple Strategies Fund and Global Securities Fund,
respectively, of which $34,623, $2,948, $23,090, $77,844 and $10,565 was
paid by such respective Funds to dealers as brokerage commissions in
return for research services (including special research and statistical
information) and execution; the aggregate amount of those transactions was
$12,683,148, $652,501, $10,582,340, $31,720,843 and $2,739,309 for such
respective Funds.
The Manager. Subject to the authority of the Board of Trustees, the
Manager is responsible for the day-to-day management of the Trust's
business. The Manager is a wholly-owned subsidiary of Oppenheimer
Acquisition Corp. ("OAC"), a holding company controlled by Massachusetts
Mutual Life Insurance Company ("MassMutual"). MassMutual is located at
1295 State Street, Springfield, Massachusetts 01111. OAC acquired the
Manager on October 22, 1990. As indicated below, the common stock of OAC
is owned by (i) certain officers and/or directors of the Manager, (ii)
MassMutual and (iii) another investor. No institution or person holds 5%
or more of OAC's /outstanding common stock except Donald W. Spiro (5.22%)
and MassMutual. MassMutual has engaged in the life insurance business
since 1851. It is the nation's twelfth largest life insurance company by
assets and has an A.M. Best Co. rating of "A++".
The common stock of OAC is divided into three classes. At June 30, 1994,
MassMutual held (i) all of the 2,160,000 shares of Class A voting stock,
(ii) 342,766 shares of Class B voting stock, and (iii) 380,153 shares of
Class C non-voting stock. This collectively represented 75.2% of the
outstanding common stock and 85.3% of the voting power of OAC as of
December 31, 1993. Certain officers and/or directors of the Manager held
(i) 786,543 shares of the Class B voting stock, representing 20.5% of the
outstanding common stock and 12.2% of the voting power, and (ii) options
acquired without cash payment which, when they become exercisable, allow
the holders to purchase up to 811,554 shares of Class C non-voting stock.1
That group includes persons who serve as officers of the Fund and two of
whom (Messrs. Jon S. Fossel and James C. Swain) serve as Trustees of the
Fund. Holders of OAC Class B and Class C common stock may put (sell)
their shares and vested options to OAC or MassMutual at a formula price
(based on earnings of the Manager). MassMutual may exercise call
(purchase) options on all outstanding shares of both such classes of
common stock and vested options at the same formula price, according to
a schedule that will commence September 30, 1995. Since January 1, 1993,
certain officers and/or directors of the Manager (i) sold 320,266 shares
of Class B OAC common stock to MassMutual at the formula price, and (ii)
surrendered to OAC 466,916 stock appreciation rights issued in tandem with
the Class C OAC options.1 Cash payments aggregating $37,777,598 have or
will be made by OAC or MassMutual to such persons (including Messrs.
Fossel and Swain, identified above) in such transactions as follows: one-
third of the amount due (i) within 30 days of the transaction, (ii) by the
first anniversary following the transaction (with interest), and (iii) by
the second anniversary following the transaction (with interest). On
December 15, 1993 and June 15, 1994, MassMutual purchased its 380,153
shares of Class C OAC stock from OAC for a total consideration of
$20,489,833.
As part of the acquisition of the common stock of OAC, MassMutual also
purchased approximately $45 million of subordinated notes of a subsidiary
of OAC; the notes are now an obligation of the Manager. In addition to
the purchase of such notes, MassMutual holds warrants issued by OAC
exercisable over the life of the notes which will allow it to purchase
shares of Class C common stock representing approximately 13.3% of the
common stock of OAC on a fully diluted basis.
The Manager and its affiliates act as investment advisers to investment
companies having combined net assets of more than $28 billion as of June
30, 1992, and having more than 1.8 million shareholder accounts. A
consolidated statement of financial condition of the Manager as of
December 31, 1993, is included in this Proxy Statement as Exhibit D.
- ---------------
1 This includes transactions by the executive officers and directors of the
Manager and officers of the Fund and excludes transactions not exceeding
1% of the outstanding class of shares of common stock or options of the
Manager, as the case may be.
The names and principal occupations of the executive officers and
directors of the Manager are as follows: Jon S. Fossel, Chief Executive
Officer and Chairman; Bridget A. Macaskill, President and Director; Donald
W. Spiro, Chairman Emeritus of the Board of Directors; Robert G. Galli and
James C. Swain, Vice Chairmen of the Board; Samuel Freedman, Jr.,
Director; Robert Doll Jr. and O. Leonard Darling, Executive Vice
Presidents; Tilghman G. Pitts, Executive Vice President and
Director; Andrew J. Donohue, Executive Vice President and General Counsel;
Kenneth Eich, Executive Vice President and Chief Financial Officer; George
C. Bowen, Senior Vice President and Treasurer; Barbara Hennigar, President
and Chief Executive Officer of Oppenheimer Shareholder Services, a
division of the Manager; Victor Babin, Loretta McCarthy, Robert Patterson,
Arthur Steinmetz, Ralph Stellmacher, Nancy Sperte and Robert G. Zack,
Senior Vice Presidents. The address of Messrs. Bowen, Eich, Freedman and
Swain is 3410 South Galena Street, Denver, Colorado 80231. The address
of all other officers is Two World Trade Center, New York, New York 10048-
0203, which is also the address of the Manager and OAC.
Considerations by the Board of Trustees. The Manager requested that the
Board approve an increase in the management fee paid by each Fund. The
Board requested the Manager to provide information reasonably necessary
for the Board and the Independent Trustees to evaluate this request, and
the Manager provided extensive information. The Manager also provided
additional information previously submitted to the Board in connection
with the annual review of the Investment Advisory Agreements for the Funds
and the other Denver-based OppenheimerFunds. The Board's Audit & Review
Committee held a special meeting to consider the information submitted,
and requested that certain additional data and reports be prepared for the
Board's consideration. The Board and the Independent Trustees studied and
reviewed this information. The Independent Trustees met with counsel to
discuss the information and to determine the factors to be considered and
the standards to be applied in evaluating the Manager's proposed
management fees.
In their deliberations, the Independent Trustees examined, among other
factors: (1) the nature, quality and extent of the services provided to
the Funds by the Manager; (2) the basis for the increases in management
fees as to each Fund; (3) management fees paid by and expenses of other
comparable mutual funds; (4) investment performance of each Fund; (5) the
mutual fund related revenues and expenses of the Manager, including the
revenues and expenses of the Manager with respect to the Funds and the
profitability of the Funds to the Manager; (6) the necessity for the
Manager to maintain and enhance its ability to attract and retain capable
personnel to serve the Funds, and the desirability of providing
appropriate incentives so that the Manager will continue to furnish
quality services to the Funds; (7) the increased complexity and expansion
of domestic and international securities and securities markets, including
emerging markets, in which the Funds invest and the higher costs and
complexity of doing business in foreign markets; (8) the Manager's overall
financial stability, resources and profitability; (9) the effect of the
proposed management fee increase on the expenses of each Fund; (10)
economies of scale which the Manager makes available to the Funds; (11)
the current and developing conditions in the financial services industry,
including the entry into the industry of large and highly capitalized
companies which are spending and appear to be prepared to continue to
spend substantial sums to engage personnel and to provide services to
competing mutual funds; and (12) other benefits to the Manager from
serving as investment adviser to the Funds.
Analysis of Proposed Fee Increase. By reviewing the restated expenses of
each Fund for the year ended December 31, 1993 and for the five months
ended May 31, 1994, the Independent Trustees considered the increase in
expenses of each Fund under its proposed management fee and its impact on
each Fund's investment performance. Exhibit C sets forth the actual and
pro forma expenses of each Fund. Based on this analysis, the expenses of
each Fund except Growth Fund and Global Securities Fund would have been
higher than the adjusted median expense ratios, as reported by Lipper
Analytical Services, Inc., ("Lipper"), of comparable mutual funds offered
in connection with variable insurance related products. The Board also
concluded that had the proposed management fees been in effect during
1993, the investment performance of each Fund would have been reduced, but
not by a significant amount.
The Independent Trustees also recognized that as the assets of each Fund
increase, the expense ratio of each Fund should decline. The proposed
management fees are comparable to those paid by some of the mutual funds
advised by the Manager in comparable investment categories that do not
restrict the offering of their shares to variable insurance products. The
Board also concluded that the pro forma expenses of each Fund except for
Strategic Bond Fund would not have exceeded the adjusted Lipper median of
comparable mutual funds the shares of which are not offered solely to
variable insurance products.
With respect to Strategic Bond Fund, the Independent Trustees considered
that this Fund is very small and the proposed management fee increase
should be accompanied by an undertaking by the Manager to limit that
Fund's management fee so that its ordinary operating expenses will not
exceed 1.0% of the Fund's average net assets in any fiscal year, and the
Manager agreed to do so, as described above.
Analysis of Profitability of the Manager. The Manager provides the
Independent Trustees on an annual basis with an analysis of the
profitability of the Manager on a fund-by-fund basis. The Independent
Trustees considered specific information provided by the Manager regarding
its general profitability and also considered comparative information
relating to the profitability of other mutual fund investment managers.
Determination by the Independent Trustees and the Board of Trustees. The
Independent Trustees determined that in light of all of the factors, the
Manager's request to increase the management fees for all of the Funds was
reasonable and warranted at this time. After completion of their review,
and after the approval of the Proposal by the Independent Trustees, the
Board of Trustees approved the proposed management fee increase and the
Proposed Agreement for each Fund.
Vote Required. An affirmative vote of the holders of a "majority" (as
defined in the Investment Company Act) of all outstanding voting
securities of each Fund is required for approval of the Proposed Agreement
for that Fund. Such "majority" vote is defined in the Investment Company
Act as the vote of the holders of the lesser of: (1) 67% or more of the
voting securities present or represented by proxy at the shareholders
meeting, if the holders of more than 50% of the outstanding voting
securities are present or represented by proxy, or (ii) more than 50% of
the outstanding voting securities. Votes cast by Strategic Bond Fund
shareholders will constitute a vote on both the Current and the Proposed
Agreement for that Fund. The Board of Trustees recommends a vote in favor
of approving the Proposed Investment Advisory Agreements.
APPROVAL OF CHANGES IN THE FUND'S FUNDAMENTAL
INVESTMENT POLICIES ON HEDGING, WRITING COVERED CALLS
SHORT SALES AND DERIVATIVE SECURITIES
(Proposal No. 2)
(Strategic Bond Fund shareholders do not vote on Proposal No. 2)
As described in the Trust's prospectus, High Income Fund, Global
Securities Fund and Strategic Bond Fund may utilize certain types of
investment techniques, referred to as "hedging instruments." Hedging
instruments may be used to attempt to: (i) protect against decline in the
market value of a Fund's portfolio securities or futures contracts, and
thus protect that Fund's net asset value per share against downward market
trends, (ii) protect a Fund's unrealized gains in the value of its
securities which have appreciated, (iii) facilitate selling portfolio
securities for investment reasons, (iv) establish a position in the
securities market as a temporary substitute for purchasing particular
securities, or (v) reduce the risk of adverse currency fluctuations. Bond
Fund, Money Fund, Capital Appreciation Fund, Growth Fund and Multiple
Strategies Fund cannot make general use of hedging instruments. The
restrictions on the use of hedging instruments by High Income Fund and
Global Securities Fund are fundamental investment policies and cannot be
changed without shareholder approval. Strategic Bond Fund is already
permitted to use all of the investment techniques addressed in this
Proposal, and its investment policies in this regard are not fundamental
investment policies.
Under the Funds' present fundamental investment policies, each Fund except
Money Fund and Bond Fund may write (i.e. sell) call options ("calls") that
are "covered" while the call is outstanding (i.e., the Fund must own the
securities subject to the call or other securities acceptable for
applicable escrow requirements). Different requirements presently apply
as to where the call must be quoted or listed and the amount of the Fund's
assets that may be subject to calls. The Funds receive premiums from the
calls they write. In writing calls there are risks that a Fund may forgo
profits on an increase in the price of the underlying security if the call
is exercised.
The Funds' present fundamental investment policies permit only Global
Securities Fund and Strategic Bond Fund to engage in short sales of
securities held by that Fund, in "short sales against-the-box." In such
short sales, while the short position is open, the Fund must own an equal
amount of such securities, or by virtue of ownership of securities have
the right, without payment of further consideration, to obtain an equal
amount of the securities sold short. Short sales against-the-box may be
made to defer, for Federal income tax purposes, recognition of gain or
loss on the sale of securities "in the box" until the short position is
closed out. As a matter of fundamental investment policy, no more than
15% of Global Securities Fund's net assets may be held as collateral for
such short sales at any time.
Each Fund is presently permitted to invest in certain "derivative
securities" to the extent consistent with the Fund's respective investment
objective and policies. In general, a "derivative security" is a
specially designed investment whose performance is linked to the
performance of another security or investment, such as an option, future,
index or currency. Some of the instruments whose performance underlie
derivative securities may be classified as commodities or commodity
contracts. Similarly, investing in commodities may require the use of
margin accounts. As a matter of fundamental investment policy, Money
Fund, Bond Fund, Capital Appreciation Fund, Growth Fund and Multiple
Strategies Fund may not invest in commodities or commodity contracts or
purchase investments on margin. These restrictions have the unintended
effect of limiting the types of derivative securities in which the Funds
can invest.
As a matter of fundamental investment policy, High Income Fund and Global
Securities Fund are permitted to invest in commodities and commodity
contracts and to purchase investments on margin, in both cases only as
these techniques relate to the hedging instruments and transactions which
are described in the Trust's prospectus. These hedging instruments are
described in Exhibit E.
The Board of Trustees has concluded that the types of securities and
instruments available in the various markets for purchase by institutional
investors are changing rapidly. The current fundamental investment
policies were adopted when many of these investments and investment
techniques were not in existence. The Manager has informed the Board that
many of these newer securities and investment techniques should be
considered as investments for the Funds, and that the Funds should be
permitted, with prior Board approval, to take advantage of them without
the necessity of obtaining shareholder approval.
The Fund's Board of Trustees has determined that there is no legal or
operational requirement that policies concerning the use of hedging
instruments, covered calls, short sales against-the-box, commodities or
the purchase of securities on margin be fundamental, and that the best
interest of these Funds would be served by allowing greater flexibility
in changing those policies in response to market or regulatory
developments. The Board believes that this change is desirable to enable
these Funds to have a greater flexibility to adapt their investment
practices to changes in investment markets and the makeup of their
portfolio. Therefore, the Trustees have approved and recommended, subject
to shareholder approval, that all of these fundamental policies be
replaced with non-fundamental policies on hedging, commodities, writing
covered calls, margin purchases and short sales against-the box that could
be changed by the Trustees without having to seek the approval of a
"majority" (as defined in the Investment Company Act) of shareholders,
because of the delays and expenses to a Fund entailed in seeking such
shareholder approval.
The types of hedging instruments and derivative securities that the Funds
would be permitted to use if Proposal No. 2 is adopted are described in
Exhibit E. Money Fund will not use the investments and techniques
described in Exhibit E without prior approval of the Trust's Board. Each
Fund other than Money Fund would be permitted to write calls as long as
such calls are covered; there would be no limit on the amount of a Fund's
assets that may be subject to calls and no trading or listing requirement
applicable to such calls. The Board also intends to allow each Fund
except Money Fund to sell securities short in "short sales against-the-
box," and require that no more than 15% of the net assets of any Fund be
held as collateral for short sales by that Fund at any time. The Board
of Trustees would have the authority to change the percentage requirement
at a future date, although it has no present intention to do so. The
Funds will not invest in commodities or commodity contracts or purchase
securities on margin except in connection with their use of Hedging
Instruments.
Vote Required. An affirmative vote of the holders of a "majority" of a
voting securities of each Fund is required for approval of this Proposal
for that Fund. The requirements for such "majority" vote under the
Investment Company Act are the same as those described above for Proposal
No. 1. If this Proposal is not approved by shareholders of any Fund, that
Fund's fundamental investment policies will not be changed. If approved
by shareholders at this meeting, this Proposal will become effective when
the Trust's Prospectus is revised or supplemented to disclose such
changes. The Board of Trustees recommends a vote in favor of approving
this Proposal.
RECEIPT OF SHAREHOLDER PROPOSALS
The Trust is not required to hold shareholder meetings on a regular basis.
Special meetings of shareholders may be called from time to time by either
the Trust or the Shareholders (under special conditions described in the
Fund's Statement of Additional Information). Under the proxy rules of the
Securities and Exchange Commission, shareholder proposals which meet
certain conditions may be included in the Trust's proxy statement and
proxy for a particular meeting. Those rules require that for future
meetings the shareholder must be a record or beneficial owner of Trust
shares with a value of at least $1,000 at the time the proposal is
submitted and for one year prior thereto, and must continue to own such
shares through the date on which the meeting is held. Another requirement
relates to the timely receipt by the Trust of any such proposal. Under
those rules, a proposal submitted for inclusion in the Trust's proxy
material for the next meeting after the meeting to which this proxy
statement relates must be received by the Fund a reasonable time before
the solicitation is made. The fact that the Trust receives a proposal
from a qualified shareholder in a timely manner does not ensure its
inclusion in the proxy material, since there are other requirements under
the proxy rules for such inclusion.
OTHER BUSINESS
Management of the Trust knows of no business other than the matters
specified above that will be presented at the Meeting. Since matters not
known at the time of the solicitation may come before the Meeting, the
proxy as solicited confers discretionary authority with respect to such
matters as properly come before the Meeting, including any adjournment or
adjournments thereof, and it is the intention of the persons named as
attorneys-in-fact in the proxy to vote the proxy in accordance with their
judgment on such matters.
By Order of the Board of Trustees,
George C. Bowen, Secretary
July 25, 1994
<PAGE>
Exhibit A
OPPENHEIMER VARIABLE ACCOUNT FUNDS
Current and Proposed Advisory Fee Rates
<TABLE>
<CAPTION>
OVAF Series Current Rate(1) Proposed Rate
<S> <C> <C>
Oppenheimer Money .45% of first $300 million, .45% of first $500 million,
Fund (2) .40% of next $100 million, .425% of next $500 million,
.35% of next $400 million, .400% of next $500 million &
.30% of next $3.2 million & .375% over $1.5 billion
.25% over $4 billion
Oppenheimer Bond Fund .50% of first $250 million, .75% of first $200 million,
Oppenheimer Capital
Appreciation Fund .45% of next $50 million, .72% of of next $200 million,
Oppenheimer Growth Fund.40% of next $100 million, .69% of next $200 million,
Oppenheimer Multiple
Strategies Fund .35% of next $400 million & .66% of next $200 million &
.30% over $800 million .60% over $800 million (3)
Oppenheimer High Income(2)
Fund .65% of first $250 million,
.60% of next $50 million,
.55% of next $100 million,
.50% of next $400 million &
.45% over $800 million
Oppenheimer Global
Securities Fund .75% of first $200 million,
.72% of next $200 million,
.69% of next $200 million,
.66% of next $200 million &
.60% over $800 million
Oppenheimer Strategic
Bond Fund .65% of aggregate net assets
</TABLE>
(1) As % of aggregate net asset value of all series combined.
(2) Money Fund pays the rate shown for Bond Fund, reduced by .05% of the
first $250 million of Money Fund assets and of Money Fund net assets in
excess of $4 billion. High Income Fund pays the rate shown for Bond Fund,
plus an additional fee of 0.15% of High Income Fund's net assets. Thus,
effective management fee rates are shown for those Funds.
(3) For the fixed-income series (High Income Fund, Bond Fund and
Strategic Bond Fund), a .50% breakpoint would be applicable to net assets
in excess of $1 billion.
<PAGE>
EXHIBIT B
INFORMATION ON INVESTMENT COMPANIES MANAGED BY
OPPENHEIMER MANAGEMENT CORPORATION
AND CENTENNIAL ASSET MANAGEMENT CORPORATION
<TABLE>
<CAPTION>
Maximum
Approximate Advisory Fee
Net Assets Rate as % of
as of Average
Name of 12/31/93 Annual
Name of Fund Advisor1 ($ Millions) Net Assets
- ------------ -------- ------------- ------------
<S> <C> <C> <C>
Oppenheimer Asset Allocation Fund OMC $ 278.6 1.00%6
Oppenheimer California Tax-Exempt OMC 276.4 .60%5
Fund
Oppenheimer Cash Reserves OMC 71.1 .50%9
Oppenheimer Champion High Yield OMC 125.1 .70%14
Fund
Oppenheimer Discovery Fund OMC 622.2 .75%4
Oppenheimer Equity Income Fund OMC 1,904.2 .75%10
Oppenheimer Fund OMC 229.0 .75%4
Oppenheimer Global Bio-Tech Fund OMC 216.9 1.00%3
Oppenheimer Global Environment Fund OMC 42.1 .75%2
Oppenheimer Global Fund OMC 1,691.5 .75%23
Oppenheimer Global Growth & Income OMC 112.9 .75%4
Fund
Oppenheimer Gold & Special Minerals OMC 190.1 .80%7
Fund
Oppenheimer Government Securities OMC 185.1 .50%18
Fund
Oppenheimer High Yield Fund OMC 1,203.2 .75%12
Oppenheimer Integrity Funds OMC 207.5 15
Oppenheimer Main Street Funds, Inc. OMC 256.7 16
Oppenheimer Money Market Fund, Inc. OMC 597.4 .45%11
Oppenheimer Mortgage Income Fund OMC 89.0 .75%13
Oppenheimer Multi-Government Trust OMC 56.5 .65%
Oppenheimer Multi-Sector Income OMC 319.2 .65%
Trust
Oppenheimer Multi-State Tax-Exempt OMC 81.9 .60%5
Trust
Oppenheimer New York Tax-Exempt OMC 827.3 .60%5
Fund
Oppenheimer Special Fund OMC 746.2 .75%4
Oppenheimer Strategic Funds Trust OMC 4,012.4 .75%12
Oppenheimer Strategic Income & OMC 66.0 .75%12
Growth Fund
Oppenheimer Strategic Investment OMC 44.9 .75%12
Grade Bond Fund
Oppenheimer Strategic Short-Term OMC 31.5 .65%22
Income Fund
Oppenheimer Target Fund OMC 369.0 .80%7
Oppenheimer Tax-Exempt Bond Fund OMC 153.1 19
Oppenheimer Tax-Exempt Cash OMC 23.9 .50%9
Reserves
Oppenheimer Tax-Free Bond Fund OMC 641.1 .60%5
Oppenheimer Time Fund OMC 414.3 .75%4
Oppenheimer Total Return Fund, OMC 1,440.4 .75%10
Inc.
Oppenheimer U.S. Government Trust OMC 363.7 .75%13
Oppenheimer Variable Account Funds OMC 815.9 8
Centennial America Fund, L.P. OMC 4.4 .45%17
Centennial California Tax Exempt Centennial 64.1 .50%9
Trust
Centennial Government Trust Centennial 648.8 .50%9
Centennial Money Market Trust Centennial 2,271.8 .50%9
Centennial New York Tax Exempt Centennial 22.0 .50%9
Centennial Tax Exempt Trust Centennial 1,008.9 .50%20
Daily Cash Accumulation Fund, Centennial 3,613.5 .45%21
Inc.
The New York Tax-Exempt Income OMC 24.8 .50%
Fund, Inc.
</TABLE>
[FN]
___________________
1
"OMC" and "Centennial" are abbreviations for Oppenheimer Management
Corporation and Centennial Asset Management Corporation, respectively.
Centennial is a wholly-owned subsidiary of OMC, and also acts as general
distributor of each fund advised by it.
2
This rate is charged on the first $200 million of average annual net
assets; the rate is .72% of the next $200 million, .69% of the next $200
million and .66% of net assets in excess of $600 million.
3
The rate is charged on the first $50 million of average annual net
assets; the rate is .75% of the next $150 million; .72% of the next $200
million; .69% of the next $200 million; .66% of the next $200 million,
and .60% of net assets in excess of $800 million.
4
This rate is charged on the first $200 million of average annual net
assets; the rate is .72% of the next $200 million, .69% of the next $200
million, .66% of the next $200 million and .60% of net assets in excess
of $800 million. A proposal has been made to shareholders of
Oppenheimer Global Growth & Income Fund to increase the rate paid by the
Fund at certain asset levels.
5
For Oppenheimer Florida Tax-Exempt Fund, Oppenheimer New Jersey Tax-
Exempt Fund and Oppenheimer Pennsylvania Tax-Exempt Fund, this rate is
charged on the first $200 million of average annual net assets; the rate
is .55% of the next $100 million, .50% of the next $200 million, .45%
of the next $250 million, .40% of the next $250 million and .35% of net
assets in excess of $1.0 billion.
6
This rate is charged on the first $50 million of average annual net
assets; the rate is .75% of the next $150 million, .70% of the next $200
million, .65% of the next $200 million and .60% of net assets in excess
of $600 million. Effective January 1, 1993, OMC has voluntarily agreed
to reduce its management fee, so that it will not exceed the following:
.75% of the first $200 million of average annual net assets, .72% of the
next $200 million, .69% of the next $200 million, .66% of the next $200
million, and .60% of average annual net assets in excess of $800
million. It is expected that shareholders will be asked to approve a
new Investment Advisory Agreement with OMC which includes this reduced
fee rate when a shareholder meeting is next held.
7
This rate is charged on the first $200 million of average annual net
assets; the rate is .75% of the next $200 million, .69% of the next $200
million, .66% of the next $200 million and .60% of assets over $800
million. Effective July 1, 1994, the first two breakpoints of that
management fee will be reduced to .75% of the first $200 million of
average annual net assets and .72% of the next $200 million.
8
For Oppenheimer Bond Fund, Oppenheimer Capital Appreciation Fund,
Oppenheimer Growth Fund and Oppenheimer Multiple Strategies Fund, a .50%
rate is charged on the first $250 million of average annual net assets
of the Trust; the rate is .45% of the next $50 million, .40% of the next
$100 million, .35% of the next $400 million and .30% of net assets in
excess of $800 million. The management fee of one series (Oppenheimer
Money Fund) is reduced from that rate by .05% on the first $250 million
of its net assets and on its net assets in excess of $4 billion.
Another series (Oppenheimer High Income Fund) pays an additional .15%
fee. The management fee of another series (Oppenheimer Global
Securities Fund) is .75% on the first $200 million of average annual net
assets, .72% on the next $200 million, .69% on the next $200 million,
.66% on the next $200 million and .60% of net assets in excess of $800
million. The management fee of another series (Oppenheimer Strategic
Bond Fund) is .65% of its average annual net assets.
9
This rate is charged on the first $250 million of average annual net
assets; the rate is .475% of the next $250 million, .450% of the next
$250 million, .425% of the next $250 million and .40% of net assets in
excess of $1 billion.
10 This rate is charged on the first $100 million of average annual net
assets; the rate is .70% of the next $100 million, .65% of the next $100
million, .60% of the next $100 million, .55% of the next $100 million and
.50% of net assets in excess of $500 million.
11 This rate is charged on the first $500 million of average annual net
assets; the rate is .425% of the next $500 million, .400% of the next $500
million and .375% of net assets in excess of $1.5 billion.
12 This rate is charged on the first $200 million of average annual net
assets; the rate is .72% of the next $200 million, .69% of the next $200
million, .66% of the next $200 million, .60% of the next $200 million of
net assets and .50% of net assets in excess of $1 billion.
13 This rate is charged on the first $200 million of average annual net
assets; the rate is .70% of the next $200 million, .65% of the next $400
million and .60% of net assets in excess of $800 million. The Manager has
voluntarily agreed to reduce its fees by .05% at each net asset level
effective January 1, 1994, with a further decrease of .05% at each net
asset level effective July 1, 1994.
14 This rate is charged on the first $250 million of average annual net
assets; the rate is .65% of the next $250 million, .60% of the next $500
million and .55% of net assets in excess of $1.0 billion.
15 For Oppenheimer Investment Grade Bond Fund, a .50% rate is charged on
the first $100 million of net assets; the rate is .45% of the next $200
million; .40% of the next $200 million, and .35% of net assets over $500
million. For Oppenheimer Value Stock Fund, the rate is .75% of the first
$100 million, .72% of the next $200 million, .69% of the next $200
million, and .66% of net assets over $500 million. OMC pays Massachusetts
Mutual Life Insurance Company ("MassMutual") a subadvisory fee of .35% of
Investment Grade Bond Fund's first $100 million of average annual net
assets, .25% of the next $200 million, .20% of the next $200 million, and
.15% of net assets in excess of $500 million. For Value Stock Fund, OMC
pays Concert Capital Management, Inc., a subsidiary of MassMutual, a sub-
advisory fee of .40% of Value Stock Fund's first $50 million of average
annual net assets and .20% of net assets in excess of $50 million.
16
For Oppenheimer Main Street Income & Growth Fund, a rate of .65% is
charged on the first $200 million of average annual net assets; the rate
is .60% of the next $150 million, .55% of the next $150 million and .45%
of net assets in excess of $500 million. For Oppenheimer Main Street
California Tax-Exempt Fund, a rate of .55% of net assets is charged when
that Fund's net assets exceed $100 million, .40% when net assets are $75
million or more but less than $100 million, .25% when net assets are $50
million or more but less than $75 million, .15% when net assets are $25
million or more but less than $50 million, and 0% when net assets are
less than $25 million.
17
This rate is charged on the first $500 million of average annual net
assets; the rate is .40% on net assets in excess of $500 million.
18 This rate is charged on the first $100 million of average annual net
assets; the rate is .45% on the next $150 million, .425% on the next $250
million, and .40% of net assets in excess of $500 million.
19 For Oppenheimer Intermediate Tax-Exempt Bond Fund, a .50% rate is
charged on the first $100 million of net assets; the rate is .450% of the
next $150 million, .425% of the next $250 million, and .400% of net assets
over $500 million. For Oppenheimer Insured Tax-Exempt Bond Fund, the rate
is .05% lower at each breakpoint.
20 This rate is charged on the first $250 million of average annual net
assets; the rate is .475% of the next $250 million, .450% of the next $250
million, .425% of the next $250 million, .400% of the next $250 million,
.375% of the next $250 million, .350% of the next $500 million, and .325%
of net assets in excess of $2.0 billion. In addition, until the net
assets of the Trust reach $1.5 billion, the fee otherwise payable to the
Manager will be reduced by $100,000 per annum, but in no event lower than
$0.
21 This rate is charged on the first $500 million of average annual net
assets; the rate is .425% of the next $500 million, .400% of the next $500
million, .375% of the next $500 million, .350% of the next $500 million,
.325% of the next $500 million, .300% of the next $500 million, .275% of
the next $500 million and .250% of net assets in excess of $4.0 billion.
Centennial has voluntarily agreed to reduce its management fee to the
extent necessary to ensure that the annual management fee does not exceed
.35% of the Fund's average net assets.
22 This rate is charged on the first $500 million of average annual net
assets; the rate is .62% of the next $500 million, .59% of the next $500
million, and .50% of average annual net assets in excess of $1.5 billion.
23 This rate is charged on the first $250 million of average annual net
assets; the rate is .77% of the next $250 million, .75% of the next $500
million, .69% of the next $1 billion and .67% thereafter.
<PAGE>
Exhibit C
OPPENHEIMER VARIABLE ACCOUNT FUNDS ACTUAL & PRO FORMA EXPENSES FOR
FISCAL YEAR ENDED 12/31/93
<TABLE>
<CAPTION>
Money High Bond Strategic Capital Growth Multiple Global
Income Bond (1) Appreciation Strategies Securities
<S> <C> <C> <C> <C> <C> <C> <C>
A. Average Net Assets
for FYE 12/31/93
(000's) $57,654 $67,000 $87,215 $4,259 $98,228 $46,389 $199,954 $31,696
B. Management Fees
1. Actual ($) 212,358 382,629 361,258 18,509 407,611 193,110 831,110 227,226
2. Actual (%)* .37 .57 .41 .66 .41 .42 .42 .72
3. Pro Forma ($) 259,443 502,500 654,113 19,565 736,710 347,918 1,499,655 237,720
4. Pro Forma (%)* .45 .75 .69 .75 .75 .75 .75 .75
5. Increase 47,085 119,871 292,855 1,056 329,099 154,808 668,516 10,494
C. Other Expenses 35,297 71,418 40,401 8,858 53,599 37,388 118,480 65,305
D. Total Expenses
1. Actual ($) 247,655 454,047 401,659 27,367 461,210 230,498 949,619 292,531
2. Actual (%)* .43 .68 .46 .96 .47 .50 .48 .92
3. Pro Forma ($) 294,740 573,918 694,514 28,423 790,309 385,306 1,618,135 303,025
4. Pro Forma (%)* .51 .86 .80 1.00 .80 .83 .81 .96
5. Increase ($) 47,085 119,871 292,855 1,056 329,099 154,808 668,516 10,494
6. Increase (%)* .08 .18 .34 .04 .34 .33 .33 .04
</TABLE>
*As % of average net assets
(1) For the period from May 3, 1993 (commencement of operations) to December
31, 1993. All ratios are annualized. Pro forma expenses reflect a .06%
reduction in management fees as a result of the Manager's proposed
expense limit undertaking.
Exhibit D
INDEPENDENT AUDITORS' REPORT
Oppenheimer Management Corporation:
We have audited the accompanying consolidated statement of financial
condition of Oppenheimer Management Corporation and subsidiaries as of
December 31, 1993. This financial statement is the responsibility of the
Company's management. Our responsibility is to express an opinion on this
financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the statement of financial
condition is free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
statement of financial condition. An audit also includes assessing the
accounting principles used and significant estimates made by management,
as well as evaluating the overall statement of financial condition
presentation. We believe that our audit provides a reasonable basis for
our opinion.
In our opinion, such consolidated statement of financial condition
presents fairly, in all material respects, the financial position of
Oppenheimer Management Corporation and subsidiaries at December 31, 1993
in conformity with generally accepted accounting principles.
As discussed in Note 1 to the financial statements, the Company changed
its method of accounting for income taxes to conform with Statement of
Financial Accounting Standards No. 109.
DELOITTE & TOUCHE
/s/ Deloitte & Touche
- ---------------------------
Denver, Colorado
February 16, 1994
OPPENHEIMER MANAGEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1993
ASSETS NOTES
CURRENT ASSETS:
Cash $ 31,940,116
Investments in money market
mutual funds 26,850,605
Investments in managed mutual fund 4,981,458
Investments in Zero Coupon U.S.
Treasuries Trust, at market 3,897,237
Accounts receivable:
Brokers and dealer 2 49,538,320
Managed mutual funds 2,3 11,433,524
Affiliated companies 100,495
Income taxes 13,902,237
Other 4,471,131
Other current assets 2,124,857
-------------
Total current assets 149,239,980
-----------------
PROPERTY AND EQUIPMENT - Less
accumulated depreciation and
amortization of $8,169,031 8,896,837
-----------------
OTHER ASSETS:
Intangible assets, net 1 113,445,572
Deferred sales commissions 54,452,051
Deferred charges 1,550,484
Other 1,607,387
----------------
Total other assets 171,055,494
------------------
TOTAL $329,192,311
LIABILITIES AND SHAREHOLDER'S EQUITY
NOTES
CURRENT LIABILITIES:
Accounts payable and accrued
expenses $ 33,866,353
Subscriptions payable to managed
mutual funds 2 71,371,285
Payable to brokers and dealers 2 9,483,935
Current portion of long-term debt 5,6 17,463,094
------------
Total current liabilities 132,184,667
--------------
LONG-TERM LIABILITIES:
Deferred income taxes4 4 15,447,486
Senior debt 5 59,781,186
Subordinated notes 6 44,450,000
-------------
Total liabilities 251,863,339
---------------
COMMITMENTS 1,8
SHAREHOLDER'S EQUITY: 5,7
Preferred stock - nonvoting;
$10 par value; 392,461 shares
authorized; 25,141 shares
issued and outstanding 251,410
Common Stock - voting; $.10 par
value; 229,246 shares authorized;
179,658 shares issued and
outstanding 17,966
Additional paid-in capital 49,241,234
Retained earnings 27,818,362
----------------
Total shareholder's equity 77,328,972
-----------------
TOTAL $329,192,311
See notes to consolidated statement of financial condition.
<PAGE>
OPPENHEIMER MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1993
1. THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES
Oppenheimer Management Corporation (OMC) and its subsidiaries
(collectively, the "Company") are engaged in the business of
organizing, promoting, and managing registered investment companies
(hereafter referred to as "mutual funds").
OMC owns all the outstanding stock of Oppenheimer Funds Distributor,
Inc., Shareholder Services, Inc. (SSI), HarbourView Asset Management
Corporation, Centennial Asset Management Corporation, Oppenheimer
Partnership Holdings, Inc., and Shareholder Financial Services, Inc.
OMC is a wholly-owned subsidiary of Oppenheimer Acquisition
Corporation (OAC), which is controlled by Massachusetts Mutual Life
Insurance Company and senior management of OMC.
Principles of Consolidation - The accompanying consolidated statement
of financial condition includes the accounts of OMC and its
subsidiaries. All significant intercompany transactions and balances
have been eliminated in consolidation.
Investments in Money Market Mutual Funds - The Company invests
available cash in money market mutual funds managed by the Company.
The investments are recorded at cost which equals market.
Investments in Managed Mutual Funds - The Company owns shares of
stock in several of the mutual funds it manages. The shares are
purchased at their respective net asset values. The resulting
investments are recorded at cost which approximates market.
Investments in Zero Coupon U.S. Treasuries Trust - The Company is the
Sponsor for the Oppenheimer Zero Coupon U.S. Treasuries Trust and has
undertaken to maintain a secondary market for units in the Trust.
The investments are carried at market.
Property and Equipment - Property and equipment is recorded at cost.
Equipment depreciation expense is provided over the assets' estimated
useful lives on the straight-line method. Leasehold improvements are
amortized on the straight-line method over the remaining terms of the
lease agreements.
<TABLE>
<CAPTION>
Intangible Assets - Intangible assets at December 31, 1993, are as
follows:
Less
Useful Accumulated Net
Lives Cost Amortization Book Value
----------- ----------- ------------ -----------
<S> <C> <C> <C> <C>
Debt Issuance Costs 7 years $ 5,535,450 $ (2,999,400) $ 2,536,050
Management Contracts 7 years 38,600,000 (18,840,667) 19,759,333
Goodwill 25 years 100,766,565 (11,671,455) 89,095,110
Other 4-10 years 4,385,906 (2,330,827) 2,055,079
----------- ------------ ----------
$149,287,921 $(35,842,349) $113,445,572
</TABLE>
Deferred Sales Commissions - Sales commissions paid to brokers and
dealers in connection with sales of shares of certain mutual funds
are charged to deferred sales commissions and amortized over six
years. Early withdrawal charges received by the Company from
redeeming shareholders reduce unamortized deferred sales
commissions.
Stock Appreciation Rights - OAC has granted certain stock
appreciation rights relating to OAC's stock to certain employees of
OMC. During 1993, OMC recorded $21,603,294 relating to these stock
appreciation rights as a credit to additional paid-in capital.
Income Taxes - OAC files a consolidated federal income tax return
which includes the Company. Income taxes are recorded as if the
Company files on a separate return basis. During 1993 the Company
was required to adopt Statement of Financial Accounting Standards
No. 109, Accounting for Income Taxes. Statement 109 requires a
change from the deferred method of accounting for income taxes of
APB Opinion 11 to the asset and liability method of accounting for
income taxes. The asset and liability method prescribed by
Statement 109 results in deferred tax assets and liabilities being
recorded for the differences between the book and tax basis relating
to the Company's assets and liabilities.
The Company adopted Statement 109 in 1993 and has elected to restate
prior years beginning with the 1990 period. The effect of this
restatement on prior years has been reflected in retained earnings
as of December 31, 1992.
2. TRANSACTIONS WITH BROKERS AND DEALERS
The Company acts as general distributor for the sale and
distribution of shares of several mutual funds. In this capacity,
the Company records a receivable when it issues confirmations of all
accepted purchase orders to the originating brokers and dealers; at
the same time, the Company records a liability to the mutual funds
equal to the net asset value of all shares subject to such
confirmations. This liability must be paid to the mutual funds
within 11 business days unless the trade is canceled. If the
originating broker or dealer fails to make timely settlement of its
purchase order under the terms of its dealer agreement with the
Company, the Company may cancel the purchase order and, at the
Company's risk, hold responsible the originating broker or dealer.
When brokers and dealers place share redemption orders with a fund's
distributor, the Company records a receivable from the mutual funds
equal to the net asset value of all shares redeemed; at the same
time the Company records a corresponding liability payable to the
originating brokers.
3. RELATED PARTIES
The following is a summary of the significant balances, transactions
and relationships with affiliated companies and other related
parties as of December 31, 1993:
Officers and Directors of the Company; Shareholders of OAC - Several
officers and directors of the Company and shareholders of OAC are
also officers and directors or trustees of the mutual funds managed
and distributed by the Company.
Transfer Agents - SSI and Oppenheimer Shareholder Services (OSS), a
division of OMC, act as transfer and shareholder servicing agents
for the mutual funds managed by the Company and others. Amounts
charged to managed mutual funds are based on costs incurred on
behalf of the mutual funds pursuant to service agreements between
SSI or OSS and the mutual funds. SSI also acts as transfer agent
for certain mutual funds not managed by the Company, and amounts
charged to those funds are based on fees set by contracts with the
respective mutual funds.
The receivable from managed mutual funds includes $2,466,000
resulting from transfer agency fees and expenditures made on behalf
of the mutual funds at December 31, 1993.
4. INCOME TAXES
As discussed in note 1, the Company adopted Statement 109 in 1993
and has applied the provisions of the Statement retroactively to
1990. The principal effect of this change in accounting for income
taxes related to the remeasurement of the 1990 acquisition of
Maximum Holdings, Inc. and resulted in the recording of goodwill in
the amount of $13,800,000 and deferred taxes payable in the same
amount. In addition, retained earnings at December 31, 1992 was
increased by $2,001,702 to reflect the effects of the restatement as
of that date.
Deferred tax assets of $20,165,000 have been recorded in the
accompanying financial statements. These amounts primarily relate
to the benefit associated with certain state tax loss carryforwards
and compensation not deductible for tax purposes until paid. A
valuation allowance has not been recorded with respect to this
deferred tax asset. Deferred tax liabilities of $35,612,000 have
also been recorded. These amounts relate primarily to the current
deduction, for tax purposes, of deferred sales commissions which are
amortized over six years for book purposes and the difference in
book and tax basis relating to certain management contracts.
The Company has certain net operating loss carryforwards relating to
various states. If not used in the interim, these losses will
generally expire on December 31, 2008.
5. SENIOR DEBT
At December 31, 1993, the Company has outstanding $77.2 million of
Senior Debt borrowed from five banks. This amount is comprised of a
term loan of $23.7 million due September 30, 1997 and $53.5 million
outstanding on a $75 million revolving credit. The revolving credit
is subject to annual renewal, and, if not renewed, is repayable in
four annual installments. The debt bears interest at the Company's
election at the rate for Eurodollar deposits plus 1 1/2% or the
higher of the prime rate, plus 1/2% or the federal funds rate plus
1/2%. The credit agreement contains covenants requiring certain
minimum financial tests and restrictions on capital expenditures,
investments, indebtedness and dividends. At December 31, 1993, the
Company was in compliance with the terms of the credit agreement.
In addition, the banks have also received a pledge of the shares of
the Company's subsidiaries and guarantees of certain subsidiaries.
Borrowings under the credit agreement are collateralized by certain
assets of the Company.
The mandatory principal repayment schedule for the term loan is as
follows (000's):
1994 $ 10,000
1995 12,000
1996 1,700
--------
$ 23,700
--------
---------
The credit agreement has certain provisions whereby specified
amounts of excess cash flow on a semi-annual basis, as defined in
the agreement, must be applied to reduce the outstanding loan
balance. There are no prepayment penalties.
The Company has entered into interest rate swap agreements whereby
certain banks have agreed to pay the Company interest on a floating
rate (Eurodollar) basis and the Company has agreed to pay the banks
interest on a fixed rate basis. At December 31, 1993, the Company
has fixed an interest rate of 10.00% on $29,000,000 of the Senior
Debt. The interest rate swap agreements mature December 31, 1994.
The Company is exposed to credit loss in the event of non-
performance by the other parties to the interest rate swap
agreements; however, the Company does not anticipate non-performance
by the counterparties. Based on borrowing rates currently available
to the Company for senior and subordinated loans with similar terms,
maturities and prepayment options, the Company estimates that the
fair value of its interest bearing debt and the related interest
rate swap agreements is $124.6 million as compared to the carrying
amount shown on the balance sheet of $121.7 million.
6. SUBORDINATED NOTES
Pursuant to a Note Agreement as amended and restated as of November
24, 1992 (the Note Agreement), the Company issued to a group of
insurance companies owned by Massachusetts Mutual Life Insurance
Company, $44,450,000 face amount of Subordinated Notes (Notes) due
October 31, 2000. The Notes are subordinated to the Senior Debt
obligations, (see Note 5). The Notes require semi-annual interest
payments at a rate of 14% on October 31 and April 30 of each year.
The Company may make optional prepayments of Notes, with a penalty,
beginning November 1, 1995. The Note Agreement contains covenants
requiring certain minimum financial tests and restrictions on
capital expenditures, investments, indebtedness and dividends. At
December 31, 1993, the Company was in compliance with the terms of
the Note Agreement.
The mandatory principal repayment schedule for the Notes is as
follows (000's):
1998 $14,800
1999 14,825
2000 14,825
-------
$44,450
--------
--------
7. SHAREHOLDER'S EQUITY
<TABLE>
<CAPTION>
The following table summarizes the various series and classes of
preferred and common stocks that are authorized, issued and
outstanding as of December 31, 1993:
Shares
Issued and
Authorized Outstanding Amount
<S> <C> <C> <C>
Preferred stock - non-voting;
$10 par value:
Series A - $15.00 non-cumulative,
non-convertible 1,350
Series B - $1.50 non-cumulative,
non-convertible 186,500
Series C - $1.00 cumulative,
non-convertible 12,150 12,150 $121,500
Series D - $.60 cumulative,
convertible:
Class A 161,523
Class B 30,938 12,991 129,910
--------- --------- ---------
Total 392,461 25,141 $251,410
--------- --------- ---
Common stock - voting; $.10
par value:
Common shares 212,461 162,873 $ 16,287
Class A common shares 16,785 16,785 1,679
------------ ---------- -------
Total 229,246 179,658 $ 17,966
-------
------
</TABLE>
The outstanding preferred shares are redeemable, at the option of
the Company, at $10 per share plus all accrued and unpaid dividends.
In the event of dissolution or liquidation, the preferred
shareholders are entitled to receive these same amounts before any
distributions are made to the common shareholder. The Series D
Preferred Shares are convertible, at the option of the shareholder,
into common shares on a one-for-one basis.
8. COMMITMENTS
Leases - The Company rents office space and certain computer and
other equipment under leases expiring during the next 15 years. At
December 31, 1993, the aggregate minimum annual rentals under
noncancelable operating leases were as follows:
Years Ending
December 31
------------
1994 $ 6,237,568
1995 4,406,666
1996 3,513,503
1997 2,573,471
1998 2,223,802
Thereafter 10,660,288
-----------
$29,615,298
===========
<PAGE>
EXHIBIT E
PROPOSED USE OF HEDGING INSTRUMENTS AND DERIVATIVE SECURITIES
A. Hedging Instruments
Under the proposed non-fundamental investment policies, each Fund will
be permitted to use hedging instruments and derivative securities. The
Board of Trustees presently intends, however, that such investments
will be used by the following Funds only in a manner consistent with
their respective investment objectives and investment policies. The
Board of Trustees has determined that the use of hedging instruments
and the complex derivative securities described in this Exhibit is
presently inappropriate for Money Fund, which will not be permitted to
use such investments without prior Board approval. The Trust's
prospectus would be revised or supplemented to describe any such
investment policy change. Money Fund will continue to invest in the
types of securities set forth in the current Prospectus and SAI.
Each Fund (except Money Fund) will be permitted to buy and sell options
and futures contracts ("futures") to manage its exposure to changing
securities prices and currency exchange rates and for High Income Fund,
Bond Fund and Strategic Bond Fund (collectively the "Fixed-Income
Funds"), exposure to changing interest rates. Some of these
strategies, such as selling futures, buying puts and writing calls,
hedge a Fund's portfolio against price fluctuations. Other hedging
strategies, such as buying futures, writing puts and buying calls, tend
to increase a Fund's exposure to the market. Each Fund will be
permitted to invest in financial futures, forward contracts (which may
involve "cross-hedging," a technique in which a Fund hedges changes in
currencies other than the currency in which the security it holds is
denominated), and call and put options on debt securities, futures,
bond indices and foreign currencies. In addition, each Fund may
purchase "relative performance call options" that have a cash
settlement based on the difference between the returns on two market
indices. The Fixed-Income Funds may invest in interest rate futures
and interest rate swap transactions. Capital Appreciation Fund, Growth
Fund, Multiple Strategies Fund and Global Securities Fund may invest in
stock index futures.
A call or put will not be purchased if the value of all of a Fund's
call and put options would exceed 5% of the value of the Fund's total
assets. Writing puts would require the segregation of liquid assets to
cover the put. No Fund will write a put if it will require more than
50% of that Fund's net assets to be segregated to cover the put
obligation. The Funds will not use futures and options on futures for
speculative purposes.
The use of hedging instruments may involve special risks. Options and
futures can be volatile investments and involve certain risks. If the
Manager were to use a hedging instrument at the wrong time or judges
market conditions incorrectly, hedging strategies may reduce that
Fund's return. Each Fund could also experience losses if the prices of
its futures and options positions were not correlated with its other
investments or if it could not close out a position because of an
illiquid market.
There are special risks in particular hedging strategies. For example,
in writing puts, there is the risk that a Fund may be required to buy
the underlying security at a disadvantageous price. The use of forward
contracts may reduce the gain that would otherwise result from a change
in the relationship between the U.S. dollar and a foreign currency. To
limit its exposure in foreign currency exchange contracts, the Fund
limits its exposure to the amount of its assets denominated in the
foreign currency. Interest rate swaps are subject to credit risks (if
the other party fails to meet its obligations) and also to interest
rate risks, because a Fixed-Income Fund could be obligated to pay more
under its swap agreements than it receives under them, as a result of
interest rate changes. Cross-hedging entails a risk of loss on both
the value of the security that is the basis of the hedge and the
currency contract that was used in the hedge.
B. Derivative Securities
Each Fund will be permitted to invest in derivative securities,
examples of which include the following, among others: "Index-linked"
notes are debt securities of companies that call for payment on the
maturity of the note in different terms than the typical note where the
borrower agrees to pay a fixed sum on the maturity of the note. The
payment on the maturity of an index-linked note depends on the
performance on one or more of the market indices, such as the S&P 500
index. "Currency index securities" are typically short-term or
intermediate-term debt securities whose maturity values or interest
rates are determined by reference to one or more specified foreign
currencies. "Debt exchangeable for common stock" of an issuer provide
that at maturity, the principal amount of the debt security is
exchanged for common stock of the issuer. "Equity-linked debt
securities" provide that at maturity, the principal amount of the debt
security is payable in an amount based on the issuer's common stock
price at that time.
The risks of investing in derivative securities include not only the
ability of the company issuing the instrument to pay the amount due on
the maturity of the instrument, but also the risk that the underlying
security or investment might not perform as expected. As a result, the
amount payable at maturity could be less than the principal amount of
the debt. The performance of derivative securities may also be
influenced by interest rate changes in the U.S. and abroad. All this
can mean that the Funds would realize less than expected principal,
income or both.
The Fixed-Income Funds may invest in collateralized mortgage
obligations ("CMOs") either issued by agencies or instrumentalities of
the U.S. Government or by private originators of, or investors in,
mortgage loans. CMOs are collateralized by a portfolio of mortgages or
mortgage-related securities. Payment of the interest and principal
generated by the pool of mortgages is passed through to the holders as
the payments are received. CMOs are issued with a variety of classes
or series ("tranches") that have different maturities. Certain CMO
tranches may be more volatile and less liquid than other types of
mortgage-related securities, because of the possibility of the
prepayment of principal due to prepayments in the underlying mortgage
loans.
The Fixed-Income Funds may invest in stripped mortgage-backed
securities ("strips") of CMOs or other fixed-income securities. Strips
are usually structured with two classes that receive varying
proportions of the interest and principal distributions on a pool of
mortgage assets. In some cases, one class will receive all of the
interest (the "IO" class), while the other class will receive all of
the principal (the "PO" class). The yield to maturity on an IO class
is extremely sensitive to the rate of principal payment (including
prepayments) on the related underlying mortgage. IO strips are
therefore subject to increased volatility in price due to interest rate
changes, and have the additional risk that if underlying mortgages are
prepaid (which is more likely to occur if interest rates fall), a Fund
will lose the anticipated cash flow from the interest on the prepaid
mortgages.
At present, established trading markets for derivative securities are
in the developing stage. As a result, there is a risk that there may
not be a liquid market for certain derivatives, especially during
turbulent market conditions.
OPPENHEIMER VARIABLE ACCOUNT FUNDS
Oppenheimer High Income Fund
PROXY FOR SPECIAL SHAREHOLDERS MEETING TO BE HELD AUGUST 23, 1994
The undersigned indirect shareholder of Oppenheimer High Income
Fund (the "Fund"), a series of Oppenheimer Variable Account Funds (the
"Trust"), does hereby direct ---------------- (the "Insurance
Company") to appoint James C. Swain, George C. Bowen and Rendle Myer,
and each of them, as attorneys-in-fact and proxies of the Insurance
Company, with full power of substitution, to attend the Special Meeting
of Shareholders of the Trust to be held August 23, 1994, at 3410 South
Galena Street, Denver, Colorado at 2:00 P.M., Denver time, and at all
adjournments thereof, and to vote the shares held in the name of the
Insurance Company for the undersigned on the record date for said
meeting on each proposal specified on this proxy ballot. Said
attorneys-in-fact shall vote in accordance with their best judgment as
to any other matter.
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES, WHICH RECOMMENDS A
VOTE FOR EACH PROPOSAL ON THIS PROXY BALLOT. THE SHARES REPRESENTED
HEREBY WILL BE VOTED AS INDICATED ON THIS PROXY BALLOT OR FOR IF NO
CHOICE IS INDICATED.
Please mark your proxy, date and sign it, and return it promptly in the
accompanying envelope, which requires no postage if mailed in the
United States.
1. Approval of the Fund's Investment Advisory Agreement (Proposal No.
1)
FOR ------- AGAINST ------- ABSTAIN -------
2. To approve changes in the Fund's fundamental investment policies
(Proposal No. 2)
FOR ------- AGAINST ------- ABSTAIN -------
Dated: ---------------------, 1994
(Month) (Day)
--------------------------------
Signature(s)
--------------------------------
Signature(s)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR HEREON. When
signing as custodian, attorney, executor, administrator, trustee, etc.,
please give your full title as such. All joint owners should sign this
proxy. If the account is registered in the name of a corporation,
partnership or other entity, a duly authorized individual must sign on
its behalf and give title.
<PAGE>
OPPENHEIMER VARIABLE ACCOUNT FUNDS
Oppenheimer Money Fund
PROXY FOR SPECIAL SHAREHOLDERS MEETING TO BE HELD AUGUST 23, 1994
The undersigned indirect shareholder of Oppenheimer Money Fund
(the "Fund"), a series of Oppenheimer Variable Account Funds (the
"Trust"), does hereby direct --------------- (the "Insurance Company")
to appoint James C. Swain, George C. Bowen and Rendle Myer, and each of
them, as attorneys-in-fact and proxies of the Insurance Company, with
full power of substitution, to attend the Special Meeting of
Shareholders of the Trust to be held August 23, 1994, at 3410 South
Galena Street, Denver, Colorado at 2:00 P.M., Denver time, and at all
adjournments thereof, and to vote the shares held in the name of the
Insurance Company for the undersigned on the record date for said
meeting on each proposal specified on this proxy ballot. Said
attorneys-in-fact shall vote in accordance with their best judgment as
to any other matter.
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES, WHICH RECOMMENDS A
VOTE FOR EACH PROPOSAL ON THIS PROXY BALLOT. THE SHARES REPRESENTED
HEREBY WILL BE VOTED AS INDICATED ON THIS PROXY BALLOT OR FOR IF NO
CHOICE IS INDICATED.
Please mark your proxy, date and sign it, and return it promptly in the
accompanying envelope, which requires no postage if mailed in the
United States.
1. Approval of the Fund's Investment Advisory Agreement (Proposal No.
1)
FOR ------ AGAINST ------ ABSTAIN ------
2. To approve changes in the Fund's fundamental investment policies
(Proposal No. 2)
FOR ------ AGAINST ------ ABSTAIN ------
Dated: ---------------------, 1994
(Month) (Day)
--------------------------------
Signature(s)
--------------------------------
Signature(s)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR HEREON. When
signing as custodian, attorney, executor, administrator, trustee, etc.,
please give your full title as such. All joint owners should sign this
proxy. If the account is registered in the name of a corporation,
partnership or other entity, a duly authorized individual must sign on
its behalf and give title.
<PAGE>
OPPENHEIMER VARIABLE ACCOUNT FUNDS
Oppenheimer Bond Fund
PROXY FOR SPECIAL SHAREHOLDERS MEETING TO BE HELD AUGUST 23, 1994
The undersigned indirect shareholder of Oppenheimer Bond Fund (the
"Fund"), a series of Oppenheimer Variable Account Funds (the "Trust"),
does hereby direct ------------------ (the "Insurance Company") to
appoint James C. Swain, George C. Bowen and Rendle Myer, and each of
them, as attorneys-in-fact and proxies of the Insurance Company, with
full power of substitution, to attend the Special Meeting of
Shareholders of the Trust to be held August 23, 1994, at 3410 South
Galena Street, Denver, Colorado at 2:00 P.M., Denver time, and at all
adjournments thereof, and to vote the shares held in the name of the
Insurance Company for the undersigned on the record date for said
meeting on each proposal specified on this proxy ballot. Said
attorneys-in-fact shall vote in accordance with their best judgment as
to any other matter.
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES, WHICH RECOMMENDS A
VOTE FOR EACH PROPOSAL ON THIS PROXY BALLOT. THE SHARES REPRESENTED
HEREBY WILL BE VOTED AS INDICATED ON THIS PROXY BALLOT OR FOR IF NO
CHOICE IS INDICATED.
Please mark your proxy, date and sign it, and return it promptly in the
accompanying envelope, which requires no postage if mailed in the
United States.
1. Approval of the Fund's Investment Advisory Agreement (Proposal No.
1)
FOR ----- AGAINST ----- ABSTAIN ------
2. To approve changes in the Fund's fundamental investment policies
(Proposal No. 2)
FOR ----- AGAINST ------ ABSTAIN ------
Dated: ---------------------, 1994
(Month) (Day)
--------------------------------
Signature(s)
--------------------------------
Signature(s)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR HEREON. When
signing as custodian, attorney, executor, administrator, trustee, etc.,
please give your full title as such. All joint owners should sign this
proxy. If the account is registered in the name of a corporation,
partnership or other entity, a duly authorized individual must sign on
its behalf and give title.
<PAGE>
OPPENHEIMER VARIABLE ACCOUNT FUNDS
Oppenheimer Capital Appreciation Fund
PROXY FOR SPECIAL SHAREHOLDERS MEETING TO BE HELD AUGUST 23, 1994
The undersigned indirect shareholder of Oppenheimer Capital
Appreciation Fund (the "Fund"), a series of Oppenheimer Variable
Account Funds (the "Trust"), does hereby direct -------------- (the
"Insurance Company") to appoint James C. Swain, George C. Bowen and
Rendle Myer, and each of them, as attorneys-in-fact and proxies of the
Insurance Company, with full power of substitution, to attend the
Special Meeting of Shareholders of the Trust to be held August 23,
1994, at 3410 South Galena Street, Denver, Colorado at 2:00 P.M.,
Denver time, and at all adjournments thereof, and to vote the shares
held in the name of the Insurance Company for the undersigned on the
record date for said meeting on each proposal specified on this proxy
ballot. Said attorneys-in-fact shall vote in accordance with their
best judgment as to any other matter.
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES, WHICH RECOMMENDS A
VOTE FOR EACH PROPOSAL ON THIS PROXY BALLOT. THE SHARES REPRESENTED
HEREBY WILL BE VOTED AS INDICATED ON THIS PROXY BALLOT OR FOR IF NO
CHOICE IS INDICATED.
Please mark your proxy, date and sign it, and return it promptly in the
accompanying envelope, which requires no postage if mailed in the
United States.
1. Approval of the Fund's Investment Advisory Agreement (Proposal No.
1)
FOR ----- AGAINST ----- ABSTAIN -----
2. To approve changes in the Fund's fundamental investment policies
(Proposal No. 2)
FOR ----- AGAINST ----- ABSTAIN -----
Dated: ---------------------, 1994
(Month) (Day)
--------------------------------
Signature(s)
--------------------------------
Signature(s)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR HEREON. When
signing as custodian, attorney, executor, administrator, trustee, etc.,
please give your full title as such. All joint owners should sign this
proxy. If the account is registered in the name of a corporation,
partnership or other entity, a duly authorized individual must sign on
its behalf and give title.
<PAGE>
OPPENHEIMER VARIABLE ACCOUNT FUNDS
Oppenheimer Growth Fund
PROXY FOR SPECIAL SHAREHOLDERS MEETING TO BE HELD AUGUST 23, 1994
The undersigned indirect shareholder of Oppenheimer Growth Fund
(the "Fund"), a series of Oppenheimer Variable Account Funds (the
"Trust"), does hereby direct ----------------- (the "Insurance
Company") to appoint James C. Swain, George C. Bowen and Rendle Myer,
and each of them, as attorneys-in-fact and proxies of the Insurance
Company, with full power of substitution, to attend the Special Meeting
of Shareholders of the Trust to be held August 23, 1994, at 3410 South
Galena Street, Denver, Colorado at 2:00 P.M., Denver time, and at all
adjournments thereof, and to vote the shares held in the name of the
Insurance Company for the undersigned on the record date for said
meeting on each proposal specified on this proxy ballot. Said
attorneys-in-fact shall vote in accordance with their best judgment as
to any other matter.
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES, WHICH RECOMMENDS A
VOTE FOR EACH PROPOSAL ON THIS PROXY BALLOT. THE SHARES REPRESENTED
HEREBY WILL BE VOTED AS INDICATED ON THIS PROXY BALLOT OR FOR IF NO
CHOICE IS INDICATED.
Please mark your proxy, date and sign it, and return it promptly in the
accompanying envelope, which requires no postage if mailed in the
United States.
1. Approval of the Fund's Investment Advisory Agreement (Proposal No.
1)
FOR ----- AGAINST ---- ABSTAIN ----
2. To approve changes in the Fund's fundamental investment policies
(Proposal No. 2)
FOR ----- AGAINST ---- ABSTAIN ----
Dated: ---------------------, 1994
(Month) (Day)
--------------------------------
Signature(s)
--------------------------------
Signature(s)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR HEREON. When
signing as custodian, attorney, executor, administrator, trustee, etc.,
please give your full title as such. All joint owners should sign this
proxy. If the account is registered in the name of a corporation,
partnership or other entity, a duly authorized individual must sign on
its behalf and give title.
<PAGE>
OPPENHEIMER VARIABLE ACCOUNT FUNDS
Oppenheimer Multiple Strategies Fund
PROXY FOR SPECIAL SHAREHOLDERS MEETING TO BE HELD AUGUST 23, 1994
The undersigned indirect shareholder of Oppenheimer Multiple
Strategies Fund (the "Fund"), a series of Oppenheimer Variable Account
Funds (the "Trust"), does hereby direct -------------- (the "Insurance
Company") to appoint James C. Swain, George C. Bowen and Rendle Myer,
and each of them, as attorneys-in-fact and proxies of the Insurance
Company, with full power of substitution, to attend the Special Meeting
of Shareholders of the Trust to be held August 23, 1994, at 3410 South
Galena Street, Denver, Colorado at 2:00 P.M., Denver time, and at all
adjournments thereof, and to vote the shares held in the name of the
Insurance Company for the undersigned on the record date for said
meeting on each proposal specified on this proxy ballot. Said
attorneys-in-fact shall vote in accordance with their best judgment as
to any other matter.
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES, WHICH RECOMMENDS A
VOTE FOR EACH PROPOSAL ON THIS PROXY BALLOT. THE SHARES REPRESENTED
HEREBY WILL BE VOTED AS INDICATED ON THIS PROXY BALLOT OR FOR IF NO
CHOICE IS INDICATED.
Please mark your proxy, date and sign it, and return it promptly in the
accompanying envelope, which requires no postage if mailed in the
United States.
1. Approval of the Fund's Investment Advisory Agreement (Proposal No.
1)
FOR ----- AGAINST ---- ABSTAIN ----
2. To approve changes in the Fund's fundamental investment policies
(Proposal No. 2)
FOR ----- AGAINST ---- ABSTAIN ----
Dated: ---------------------, 1994
(Month) (Day)
--------------------------------
Signature(s)
--------------------------------
Signature(s)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR HEREON. When
signing as custodian, attorney, executor, administrator, trustee, etc.,
please give your full title as such. All joint owners should sign this
proxy. If the account is registered in the name of a corporation,
partnership or other entity, a duly authorized individual must sign on
its behalf and give title.
<PAGE>
OPPENHEIMER VARIABLE ACCOUNT FUNDS
Oppenheimer Global Securities Fund
PROXY FOR SPECIAL SHAREHOLDERS MEETING TO BE HELD AUGUST 23, 1994
The undersigned indirect shareholder of Oppenheimer Global
Securities Fund (the "Fund"), a series of Oppenheimer Variable Account
Funds (the "Trust"), does hereby direct ------------------ (the
"Insurance Company") to appoint James C. Swain, George C. Bowen and
Rendle Myer, and each of them, as attorneys-in-fact and proxies of the
Insurance Company, with full power of substitution, to attend the
Special Meeting of Shareholders of the Trust to be held August 23,
1994, at 3410 South Galena Street, Denver, Colorado at 2:00 P.M.,
Denver time, and at all adjournments thereof, and to vote the shares
held in the name of the Insurance Company for the undersigned on the
record date for said meeting on each proposal specified on this proxy
ballot. Said attorneys-in-fact shall vote in accordance with their
best judgment as to any other matter.
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES, WHICH RECOMMENDS A
VOTE FOR EACH PROPOSAL ON THIS PROXY BALLOT. THE SHARES REPRESENTED
HEREBY WILL BE VOTED AS INDICATED ON THIS PROXY BALLOT OR FOR IF NO
CHOICE IS INDICATED.
Please mark your proxy, date and sign it, and return it promptly in the
accompanying envelope, which requires no postage if mailed in the
United States.
1. Approval of the Fund's Investment Advisory Agreement (Proposal No.
1)
FOR ----- AGAINST ------ ABSTAIN -----
2. To approve changes in the Fund's fundamental investment policies
(Proposal No. 2)
FOR ----- AGAINST ---- ABSTAIN ----
Dated: ---------------------, 1994
(Month) (Day)
--------------------------------
Signature(s)
--------------------------------
Signature(s)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR HEREON. When
signing as custodian, attorney, executor, administrator, trustee, etc.,
please give your full title as such. All joint owners should sign this
proxy. If the account is registered in the name of a corporation,
partnership or other entity, a duly authorized individual must sign on
its behalf and give title.
<PAGE>
OPPENHEIMER VARIABLE ACCOUNT FUNDS
Oppenheimer Strategic Bond Fund
PROXY FOR SPECIAL SHAREHOLDERS MEETING TO BE HELD AUGUST 23, 1994
The undersigned indirect shareholder of Oppenheimer Strategic Bond
Fund (the "Fund"), a series of Oppenheimer Variable Account Funds (the
"Trust"), does hereby direct ---------------- (the "Insurance Company")
to appoint James C. Swain, George C. Bowen and Rendle Myer, and each of
them, as attorneys-in-fact and proxies of the Insurance Company, with
full power of substitution, to attend the Special Meeting of
Shareholders of the Trust to be held August 23, 1994, at 3410 South
Galena Street, Denver, Colorado at 2:00 P.M., Denver time, and at all
adjournments thereof, and to vote the shares held in the name of the
Insurance Company for the undersigned on the record date for said
meeting on each proposal specified on this proxy ballot. Said
attorneys-in-fact shall vote in accordance with their best judgment as
to any other matter.
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES, WHICH RECOMMENDS A
VOTE FOR EACH PROPOSAL ON THIS PROXY BALLOT. THE SHARES REPRESENTED
HEREBY WILL BE VOTED AS INDICATED ON THIS PROXY BALLOT OR FOR IF NO
CHOICE IS INDICATED.
Please mark your proxy, date and sign it, and return it promptly in the
accompanying envelope, which requires no postage if mailed in the
United States.
1. Approval of the Fund's Current and Proposed Investment Advisory
Agreements (Proposal No. 1)
FOR ----- AGAINST ----- ABSTAIN -----
Dated: ---------------------, 1994
(Month) (Day)
--------------------------------
Signature(s)
--------------------------------
Signature(s)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR HEREON. When
signing as custodian, attorney, executor, administrator, trustee, etc.,
please give your full title as such. All joint owners should sign this
proxy. If the account is registered in the name of a corporation,
partnership or other entity, a duly authorized individual must sign on
its behalf and give title.
