SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant / X /
Filed by a party other than the registrant / /
Check the appropriate box:
/ X / Preliminary proxy statement
/ / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule
14a-12
OPPENHEIMER VARIABLE ACCOUNT FUNDS
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of filing fee (Check the appropriate box):
/X/ No fee required.
/ / Fee Computed on table below per Exchange Act Rules 14a -6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials:
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/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the pervious filing by registrations statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing Party:
(4) Date Filed:
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Preliminary Copy
OPPENHEIMER VARIABLE ACCOUNT FUNDS
6803 South Tucson Way, Englewood, Colorado 80112
NOTICE OF MEETING OF SHAREHOLDERS TO BE HELD
April 3, 1998
To The Shareholders of
Oppenheimer Variable Account Funds:
Notice is hereby given that a Meeting of Shareholders of Oppenheimer Variable
Account Funds (the "Trust"), a multi-series mutual fund consisting of nine funds
(the "Funds"), will be held at 6803 South Tucson Way, Englewood, Colorado 80112,
at 10:00 A.M., Denver time, on April 3, 1998, or any adjournments thereof, for
the following purposes:
(a) To elect ten Trustees to hold office until the next meeting of
shareholders called for the purpose of electing Trustees or until their
successors are elected and shall qualify;
(b) To ratify the selection of Deloitte & Touche LLP as the independent
certified public accountants and auditors of the Trust for the fiscal year
beginning January 1, 1998 (Proposal
No. 1);
(c) To approve changes in the fundamental investment policies of each Fund on
warrants, borrowing, investing in oil and gas exploration and investing in
other investment companies (Proposal No. 2);
(d) To approve changes in Oppenheimer Bond Fund's investment objective and
fundamental
investment policies (Proposal No. 3) (Note: Only Oppenheimer Bond Fund
shareholders
vote on this Proposal);
(e) To approve amendments to the Trust's Declaration of Trust to permit each
Fund to issue additional classes of shares (Proposal No. 4); and
(f) 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 February 6, 1998, are
entitled to vote at the meeting. The election of Trustees and 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
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nominee to the Board and 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,
Andrew J. Donohue, Secretary
February 17, 1998
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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.
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OPPENHEIMER VARIABLE ACCOUNT FUNDS
6803 South Tucson Way, Englewood, Colorado 80112
PROXY STATEMENT
MEETING OF SHAREHOLDERS
TO BE HELD APRIL 3, 1998
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 meeting (the "Meeting") of shareholders to
be held at 6803 South Tucson Way,
Englewood,
Colorado 80112, at 10:00 A.M., Denver time, on April 3, 1998, or any
adjournments thereof. It is expected that the mailing of this Proxy Statement
will be made on or about February
27, 1998.
The proxy may be revoked at any time prior to the voting by: (1) writing to the
Secretary of the Fund at 6803 South Tucson Way, Englewood, Colorado 80112 (if
received in time to be acted upon); (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;
Shares of each series ("Fund") are sold to provide benefits under variable life
insurance policies, variable annuity contracts and other separate accounts
(collectively the "Accounts") of insurance companies that are the owners of
record of the Funds' shares (the "Participating Insurance Companies"). Further
information on the Funds is provided in the Trust's Prospectus, and further
information on the Accounts is provided in the Prospectus of that Account. For a
free copy of the Fund's annual report for the fiscal year ended December 31,
1997, contact the Participating Insurance Company whose name, address and
toll-free number appears in that Account Prospectus.
Shares Outstanding and Entitled to Vote. The Trust consists of nine 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"), Oppenheimer Strategic Bond Fund ("Strategic Bond Fund") and
Oppenheimer Growth & Income Fund ("Growth & Income 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. All Funds vote in the
aggregate for the election of Trustees, and for Proposals No. 1 and 4. Each Fund
votes separately on the fundamental investment objectives and policies which
relate to that Fund. For that reason, the Funds vote separately on Proposal No.
2, and shares of Bond Fund only may be voted on Proposal No. 3. On matters
submitted to a separate vote, each share of that Fund has voting rights equal to
each other share of that Fund.
The cost of printing this proxy statement and the cost of its distribution is an
expense of the Trust. In addition to the solicitation of proxies by mail,
proxies may be solicited by officers or employees of OppenheimerFunds Services,
the Fund's transfer agent, personally or by telephone or telegraph; any expenses
so incurred will also be borne by the Trust. 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
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or withheld from voting) in accordance with the choices specified thereon, and
will be included in determining whether there is a quorum to conduct the
Meeting. The proxy will be voted in favor of the nominees for Trustee named in
this Proxy Statement unless a choice is indicated to withhold authority to vote
for all listed nominees or any individual nominee. 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.
If at the time any session of the Meeting is called to order a quorum is not
present, in person or by proxy, the persons named as proxies may vote those
proxies which have been received to adjourn the Meeting to a later date. In the
event that a quorum is present but sufficient votes in favor or one or more of
the proposals have not been received, the persons named as proxies may propose
one or more adjournments of the Meeting to permit further solicitation of
proxies with respect to any such proposal. All such adjournments will require
the affirmative vote of a majority of the shares present in person or by proxy
at the session of the Meeting to be adjourned. The persons named as proxies will
vote those proxies which they are entitled to vote in favor of the proposal, in
favor of such an adjournment, and will vote those proxies required to be voted
against the proposal, against any adjournment. A vote may be taken on one or
more of the proposals in this proxy statement prior to any such adjournment if
sufficient votes for its approval have been received and it is otherwise
appropriate. Any adjourned session or sessions may be held within 90 days after
the date set for the original Meeting without the necessity of further notice.
All of the outstanding shares of each Fund are held of record by one or more of
the Participating Insurance Companies, which are identified below. As of
February 6, 1998, the only entities owning of record or known by the management
of the Trust to be beneficial owners of 5% or more of the outstanding shares of
any Fund were: (i) Monarch Life Insurance Company ("Monarch"), Springfield, MA;
(ii) ReliaStar Bankers Security Life Insurance Company ("ReliaStar"),
Minneapolis, MN; (iii) The Life Insurance Company of Virginia ("Life of
Virginia"), Richmond, VA; (iv) Nationwide Life Insurance Company ("Nationwide"),
Columbus, OH; (v) Aetna Life Insurance and Annuity Company ("Aetna"), Hartford,
CT; (vi) Massachusetts Mutual Life Insurance Company, Springfield, MA
("MassMutual"), (vii) Jefferson-Pilot Life Insurance Company ("Jefferson
Pilot"), Greensboro, NC, (viii) Chubb Life Insurance Company of America
("Chubb"), Concord, NH; (ix) Acacia National Life Insurance Company ("Acacia"),
Washington, D.C.; (x) Protective Life Insurance Company ("Protective"),
Birmingham, AL; (xi)CUNA Mutual Group ("CUNA"), Madison, WI; (xii) COVA
Financial Life Insurance Company ("COVA"), Oakbrook Terrace, IL; (xiii) American
Enterprise Life Insurance Company ("American Express"), Minneapolis, MN; (xiv)
PFL Life Insurance Company ("PFL"), Cedar Rapids, IA. Such shares were held as
shown in Exhibit A.
ELECTION OF TRUSTEES
At the meeting, ten Trustees are to be elected to hold office until the
next meeting of shareholders called for the purpose of electing Trustees or
until the successors of each shall be duly elected and shall have qualified. The
persons named as attorneys-in-fact in the enclosed proxy have advised the Trust
that unless the proxy instructs them to withhold authority to vote for all
listed
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nominees or any individual nominee, all validly executed proxies will be voted
by them for the election of the nominees named below as Trustees of the Trust.
As a Massachusetts business trust, the Trust does not contemplate holding annual
shareholder meetings. Thus, the Trustees will be elected for indefinite terms
until a shareholders meeting is called for the purpose of voting on Trustees.
Each of the nominees is presently a Trustee and has agreed to be nominated and
to serve as a Trustee. Each of the nominees is also a Trustee, Director or
Managing General Partner of Centennial Money Market Trust, Centennial Tax Exempt
Trust, Centennial Government Trust, Centennial New York Tax Exempt Trust,
Centennial California Tax Exempt Trust, Oppenheimer Total Return Fund, Inc.,
Oppenheimer Equity Income Fund, Oppenheimer Champion Income Fund, Oppenheimer
High Yield Fund, Oppenheimer Cash Reserves, Oppenheimer Main Street Funds, Inc.,
Oppenheimer International Bond Fund, Oppenheimer Integrity Funds, Oppenheimer
Strategic Income Fund, Oppenheimer Real Asset Fund, Centennial America Fund,
L.P., Oppenheimer Municipal Fund, Oppenheimer Limited-Term Government Fund,
Panorama Series Fund, Inc. and The New York Tax-Exempt Income Fund, Inc.
(collectively, the "Denver-based Oppenheimer Funds") except for Mr. Fossel who
is neither a Trustee of Centennial New York Tax-Exempt Trust nor a Managing
General Partner of Centennial America Fund, L.P. Mr. Swain is Chairman and Chief
Executive Officer of each of the Denver-based Oppenheimer funds. The nominees
indicated below by an asterisk are "interested persons" (as that term is defined
in the Investment Company Act of 1940, hereinafter referred to as the
"Investment Company Act") of the Trust or OppenheimerFunds, Inc., the investment
adviser to each Fund (the "Manager") due to the connections indicated with the
Manager or its affiliates or due to other positions shown. None of the Trustees
or officers of the Trust owned any shares of the Trust as of January 31, 1998.
The year given below indicates when the nominee first became a Trustee or
Director of any of the funds listed above. There has been no break in service,
except for Mr. Fossel, who resigned as a Trustee effective October 1, 1996, due
to his affiliation at that time with the Manager, and who rejoined the Board on
July 1, 1997, after that affiliation ended. If any of the nominees should be
unable to accept nomination or election, it is the intention of the persons
named as attorneys-in-fact in the enclosed proxy to vote such proxy for the
election of such other person or persons as the Board of Trustees may, in its
discretion, recommend.
Name and Business Experience
Other Information During Past Five Years
Robert G. Avis* Vice Chairman of A.G. Edwards & Sons, Inc. (a
first became a (broker-dealer) and A.G. Edwards, Inc. (its parent
Trustee in 1993 holding company); Chairman of A.G.E. Asset
Age: 66 Management and A.G. Edwards Trust Company
(its affiliated investment adviser and trust
company, respectively).
William A. Baker Management Consultant.
first became a
Trustee in 1966
Age: 83
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Name and Business Experience
Other Information During Past Five Years
Charles Conrad, Jr. Chairman and CEO of Universal Space Lines, Inc.
first became a (a space services management company); formerly
Trustee in 1970 Vice President of McDonald Douglas Space Systems
Age: 67 Co. and associated with the National Aeronautics and
Space Administration.
Jon Fossel Member of the Board of Governors of the Investment
first became a Company Institute (a national trade association of
Trustee in 1990 investment companies), Chairman of the Investment
Age: 56 Company Institute Education Foundation; formerly
Chairman and a director of the Manager, President
and a director of Oppenheimer Acquisition Corp.
("OAC"), the Manager's parent holding company, and
Shareholder Services, Inc. ("SSI") and Shareholder
Financial Services, Inc. ("SFSI"), transfer agent
subsidiaries of the Manager.
Sam Freedman Formerly Chairman and Chief Executive Officer of
first became a OppenheimerFunds Services, Chairman, Chief
Trustee in 1996 Executive Officer and a director of SSI, Chairman,
Age: 57 Chief Executive Officer and director of SFSI, Vice
President and director of OAC and a director
of OppenheimerFunds, Inc.
Raymond J. Kalinowski Director of Wave Technologies International, Inc.
first became a (a computer products training company).
Trustee in 1988
Age: 68
C. Howard Kast Formerly Managing Partner of Deloitte, Haskins
first became a & Sells (an accounting firm).
Trustee in 1988
Age: 76
Robert M. Kirchner President of The Kirchner Company (management
first became a consultants).
Trustee in 1963
Age: 76
Ned M. Steel Chartered Property and Casualty Underwriter, a
first became a director of Visiting Nurse Corporation of
Trustee in 1963 Colorado.
Age: 82
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Name and Business Experience
Other Information During Past Five Years
James C. Swain* Vice Chairman of the Manager (since September 1988);
first became a formerly President and a director of Centennial Asset
Trustee in 1969 Management Corporation, an investment adviser
Age: 64 subsidiary of the Manager ("Centennial"), and
Chairman of the Board of SSI.
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* A nominee who is an "interested person" of the Trust under the Investment
Company Act.
Vote Required. The affirmative vote of a majority of the votes cast by
shareholders of the Trust in the aggregate and without regard to Fund is
required for the election of a nominee as Trustee. The Board of Trustees
recommends a vote for the election of each nominee.
The primary responsibility for the management of the Fund rests with the
Board of Trustees. The Trustees meet regularly to review the activities of the
Fund and of those persons responsible for its day-to-day operations. Six regular
meetings of the Trustees were held in the fiscal year ended December 31, 1997.
Each Trustee was present for at least 75% of the meetings held during this
period. The Trustees of the Trust have appointed an Audit and Review Committee,
comprised of Messrs. Kast (Chairman), Freedman and Kalinowski; Mr. Baker is an
ex-officio member of the Committee. None of these Trustees is an "interested
person" (as that term is defined in the Investment Company Act) of the Manager
or the Trust. The functions of the Committee include (i) making recommendations
to the Board concerning the selection of independent auditors for the Trust;
(ii) reviewing the methods, scope and results of audits and the fees charged;
(iii) reviewing the adequacy of the Trust's internal accounting procedures and
controls; and (iv) establishing a separate line of communication between the
Trust's independent auditors and its independent Trustees. The committee met six
times during the fiscal year ended December 31, 1997, and all members attended
at least 75% of the meetings held during this period. The Board of Trustees does
not have a standing nominating or compensation committee.
o Remuneration of Trustees. The officers of the Trust and one of the
Trustees of the Trust (Mr. Swain) who is affiliated with the Manager receive no
salary or fee from the Trust. The remaining Trustees of the Trust received the
compensation shown below. The compensation from the Trust was paid during its
fiscal year ended December 31, 1997. The compensation from all of the
Denver-based Oppenheimer funds includes the Trust and compensation is received
as a director, trustee, managing general partner or member of a committee or
Board of those funds during the calendar year 1997.
Total Compensation
Aggregate From All
Compensation Denver-based
Name Position From Trust Oppenheimer Funds1
Robert G. Avis Trustee $3,391.05 $63,501
William A. Baker Audit and $3,410.51 $77,502
Review
Committee Ex-Officio
Member2 and Trustee
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Total Compensation
Aggregate From All
Compensation Denver-based
Name Position From Trust Oppenheimer Funds1
Charles Conrad, Jr. Trustee(3) $3,649.51 $72,000
Jon S. Fossel Trustee $3,391.05 $63,277
Sam Freedman Audit and Review $2,579.56 $66,501
Committee Member2
and Trustee
Raymond J. Kalinowski Audit and Review $3,822.45 $ 71,561
Committee Member2
and Trustee
C. Howard Kast Audit and Review $4,088.19 $76,503
Committee Chairman2
and Trustee
Robert M. Kirchner Trustee3 $3,649.51 $ 72,000
Ned M. Steel Trustee $3,391.05 $ 63,501
1 For the 1997 calendar year.
2Commitee positions effective July 1, 1997 (Baker, Kast, Freedman, Kalinowski).
3Prior to July 1, 1997, Messrs. Conrad and Kirchner were also members of the
Audit and Review
Committee.
Deferred Compensation Plan. The Board of Trustees has adopted a Deferred
Compensation Plan for disinterested Trustees that enables Trustees to elect to
defer receipt of all or a portion of the annual fees they are entitled to
receive from the Trust. As of December 31, 1997, none have elected to do so.
Under the plan, the compensation deferred by a Trustee is periodically adjusted
as though an equivalent amount had been invested in shares of one or more
Oppenheimer funds selected by the Trustee. The amount paid to the Trustee under
the plan will be determined based upon the performance of the selected funds.
Deferral of Trustees' fees under the plan will not materially affect any Fund's
assets, liabilities or net income per share. The plan will not obligate the
Trust to retain the services of any Trustee or to pay any particular amount of
compensation to any Trustee.
Officers of the Fund. Each officer of the Trust is elected by the Trustees to
serve an annual term. Information is given below about the executive officers
who are not Trustees of the Trust, including their business experience during
the past five years. Ms. Macaskill and Messrs. Donohue, Bowen, Bishop, Zack and
Farrar serve in a similar capacity with the other funds listed in the second
paragraph under "Election of Trustees."
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Bridget A. Macaskill, President; Age: 49
Two World Trade Center, New York, New York 10048-0203
President (since June 1991), Chief Executive Officer (since September 1995) and
a Director (since December 1994) of the Manager; President and director (since
June 1991) of HarbourView Asset Management Corporation ("HarbourView"), an
investment advisor subsidiary of the Manager; Chairman and a director of SSI
(since August 1994), and SFSI (September 1995); President (since September 1995)
and a director (since October 1990) of OAC; President (since September 1995) and
a director (since November 1989) of Oppenheimer Partnership Holdings, Inc., a
holding company subsidiary of the Manager; a director of Oppenheimer Real Asset
Management, Inc., an investment advisor subsidiary of the Manager (since July
1996); President and a director (since October 1997) of OppenheimerFunds
International Ltd., an offshore fund manager subsidiary of the Manager ("OFIL")
and Oppenheimer Millennium Funds plc (since October 1997); President and a
Director or Trustee of other Oppenheimer funds; a director of the NASDAQ Stock
Market, Inc. and of Hillsdown Holdings plc (a U.K. food company); formerly an
Executive Vice President of the Manager.
Paul Larocco, Vice President; Capital Appreciation Fund Portfolio Manager;
Age:40
Two World Trade Center, New York, New York 10048-0203
Vice President of the Manager (since April 1996); an officer of other
Oppenheimer funds; formerly a Securities Analyst with Columbus Circle Investors
(August 1990-January 1993), prior to which he was an Investment Analyst for
Chicago Title & Trust Co.
Michael S. Levine, Growth & Income Fund Associate Portfolio Manager; Age: 32
Two World Trade Center, New York, New York 10048-0203
Assistant Vice President of the Manager (since April 1996); formerly portfolio
manager and research associate for Amas Securities, Inc., prior to which he was
an analyst for Shearson Lehman Hutton Inc.
Robert Milnamow, Vice President; Growth & Income Fund Portfolio Manager; Age: 47
Two World Trade Center, New York, New York 10048-0203
Vice President of the Manager (since November 1995); an officer of other
Oppenheimer funds; previously a portfolio manager with Phoenix Securities Group
(August 1989-August 1995) .
David P. Negri, Vice President; Bond Fund, Strategic Bond Fund and Multiple
Strategies Portfolio Manager; Age: 44
Two World Trade Center, New York, New York10048-0203
Vice President of the Manager (since June 1989); an officer of other Oppenheimer
funds.
Jane Putnam, Vice President; Growth Fund Portfolio Manager; Age: 37
Two World Trade Center, New York, New York 10048-0203
Vice President of the Manager (since October 1995); previously a portfolio
manager and equity research analyst for Chemical Bank.
Thomas P. Reedy, Vice President; High Income Fund Portfolio Manager; Age: 36
Two World Trade Center, New York, New York 10048-0203
Vice President of the Manager (since June 1993); an officer of other Oppenheimer
funds; formerly a Securities Analyst for the Manager.
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Richard H. Rubinstein, Vice President;
Multiple Strategies Fund Portfolio Manager; Age: 49
Two World Trade Center, New York, New York 10048-0203
Senior Vice President of the Manager (since October 1995); an officer of other
Oppenheimer funds (since June 1990).
Arthur P. Steinmetz, Vice President; Strategic Bond Fund Portfolio Manager;
Age: 39
Two World Trade Center, New York, New York 10048-0203
Senior Vice President of the Manager (since March 1993); an officer of other
Oppenheimer funds.
Dorothy G. Warmack, Vice President; Money Fund Portfolio Manager; Age: 61
Two World Trade Center, New York, New York 10048-0203
Vice President of the Manager and Centennial (since January 1992); an officer of
other Oppenheimer funds.
William L. Wilby, Vice President; Global Securities Fund Portfolio Manager;
Age: 53
Two World Trade Center, New York, New York 10048-0203
Senior Vice President of the Manager (since July 1994) and Vice President of
HarbourView (since October 1993); an officer of other Oppenheimer funds;
formerly international investment strategist at Brown Brothers Harriman & Co.,
prior to which he was a Managing Director and Portfolio Manager at AIG Global
Investors.
Andrew J. Donohue, Vice President and Secretary; Age: 47
Two World Trade Center, New York, New York 10048-0203
Executive Vice President (since January 1993), General Counsel (since October
1991) and a Director (since September 1995) of the Manager; Executive Vice
President (since September 1993), and a director (since January 1992) of the
Distributor; Executive Vice President, General Counsel and a director of
HarbourView, SSI, SFSI and Oppenheimer Partnership Holdings, Inc. since
(September 1995) and MultiSource Services, Inc. (a broker-dealer) (since
December 1995); President and a director of Centennial (since September 1995);
President and a director of Oppenheimer Real Asset Management, Inc. (since July
1996); General Counsel (since May 1996) and Secretary (since April 1997) of OAC;
Vice President of OFIL and Oppenheimer Millennium Funds plc (since October
1997); an officer of other Oppenheimer funds.
George C. Bowen, Vice President, Treasurer, and Assistant Secretary; Age: 61
6803 South Tucson Way, Englewood, Colorado 80112
Senior Vice President (since September 1987) and Treasurer (since March 1985) of
the Manager; Vice President (since June 1983) and Treasurer (since March 1985)
of the Distributor; Vice President (since October 1989) and Treasurer (since
April 1986) of HarbourView; Senior Vice President (since February 1992),
Treasurer (since July 1991)and a director (since December 1991) of Centennial;
President, Treasurer and a director of Centennial Capital Corporation (since
June 1989); Vice President and Treasurer (since August 1978) and Secretary
(since April 1981) of SSI; Vice President, Treasurer and Secretary of SFSI
(since November 1989); Treasurer of OAC (since June 1990); Treasurer of
Oppenheimer Partnership Holdings, Inc. (since November 1989); Vice President and
Treasurer of Oppenheimer Real Asset Management, Inc. (since July 1996); Chief
Executive Officer, Treasurer and a director of MultiSource Services, Inc., a
broker-dealer (since December 1995); a Director, Trustee and officer of other
Oppenheimer funds.
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Robert J. Bishop, Assistant Treasurer; Age: 39
6803 South Tucson Way, Englewood, Colorado 80112
Vice President of the Manager/Mutual Fund Accounting (since May 1996); an
officer of other Oppenheimer funds; formerly an Assistant Vice President of the
Manager/Mutual Fund Accounting (April 1994-May 1996), and a Fund Controller for
the Manager.
Scott T. Farrar, Assistant Treasurer; Age: 32
6803 South Tucson Way, Englewood, Colorado 80112
Vice President of the Manager/Mutual Fund Accounting (since May 1996); Assistant
Treasurer of Oppenheimer Millennium Funds plc (since October 1997); an officer
of other Oppenheimer funds; formerly an Assistant Vice President of the
Manager/Mutual Fund Accounting (April 1994-May 1996), and a Fund Controller for
the Manager.
Robert G. Zack, Assistant Secretary; Age: 49
Two World Trade Center, New York, New York 10048-0203
Senior Vice President (since May 1985) and Associate General Counsel (since May
1981) of the Manager, Assistant Secretary of SSI (since May 1985), and SFSI
(since November 1989); Assistant Secretary of Oppenheimer Millennium Funds plc
(since October 1997); an officer of other Oppenheimer funds.
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
(Proposal No. 1)
The Investment Company Act requires that independent certified public
accountants and auditors ("auditors") be selected annually by the Board of
Trustees and that such selection be ratified by the shareholders at the
next-convened annual meeting of the Trust, if one is held. The Board of Trustees
of the Trust, including a majority of the Trustees who are not "interested
persons" (as defined in the Investment Company Act) of the Fund or the Manager,
at a meeting held December 16, 1997, selected Deloitte & Touche LLP ("Deloitte")
as auditors of the Trust for the fiscal year beginning January 1, 1998. Deloitte
also serves as auditors for certain other funds for which the Manager acts as
investment adviser and also serves as auditors for the Manager and certain of
its affiliates. At the Meeting, a resolution will be presented for the
shareholders' vote to ratify the selection of Deloitte as auditors.
Representatives of Deloitte are not expected to be present at the Meeting but
will have the opportunity to make a statement if they desire to do so and will
be available should any matter arise requiring their presence. The Board of
Trustees recommends approval of the selection of Deloitte as auditors of the
Trust.
APPROVAL OF CHANGES IN THE FUNDS' FUNDAMENTAL
INVESTMENT POLICIES ON WARRANTS, BORROWING, INVESTING
IN OIL AND GAS EXPLORATION AND INVESTING IN OTHER
INVESTMENT COMPANIES
(Proposal No. 2)
The Manager proposes that certain of the Funds' fundamental investment policies
be changed, as described below, to give the Funds further investment
flexibility. An investment policy that has been designated as "fundamental" is
one that cannot be changed without the requisite shareholder approval described
below under "Vote Required." Non-fundamental investment policies may be changed
by the Board of Trustees without the expense and delay of seeking shareholder
approval. A vote by the shareholders of the affected Fund in favor of this
Proposal shall be a vote in favor of
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all proposed investment policy changes for that Fund described in this Proposal.
If approved, the effective date of this Proposal may be delayed until the
Trust's updated Prospectus and Statement of Additional Information can reflect
these changes (on or about May 1, 1998).
The Fund's Board of Trustees, including a majority of its Independent Trustees,
determined that the best interests of the Funds would be served by allowing the
Funds greater investment flexibility, as set forth in these proposed investment
policy changes, and by enabling the Funds to respond to market or regulatory
developments.
Change of Fundamental Investment Policies to Non-Fundamental Investment Policies
or Elimination of Restrictions. With respect to certain of the following
fundamental investment policies, the Manager proposes that the investment policy
remain in effect (in certain instances, as modified), but be changed to a
non-fundamental policy. The reason for making the investment policies
non-fundamental is to provide the Fund with the ability to modify or eliminate
these policies at a later date to respond to changes in regulatory restrictions
or changes in the markets and market conditions without the delay and expense of
seeking shareholder approval. Changes to non- fundamental investment policies
only require approval of the Board of Trustees. Other restrictions described
below are no longer needed and would be eliminated if this Proposal is approved.
|X| Warrants. As described in the Trust's prospectus each Fund
(except Money Fund) may invest up to 5% of its total assets in warrants and
rights. This limit does not apply to warrants and rights that have been acquired
as part of units with other securities or that are attached to other securities.
In addition, no more than 2% of each such Fund's total assets may be invested in
warrants that are not listed on either the New York or American Stock Exchanges.
As a matter of fundamental investment policy, these Funds presently may not
deviate from these percentage requirements. It is proposed that this policy be
revised so that as a non-fundamental policy, the Funds would not invest more
than 5% of their total assets in warrants or rights. That 5% limitation would
not apply to warrants that a Fund acquires as part of units with other
securities or that are attached to other securities. There would no longer be a
limitation on acquiring warrants that are not listed on any stock exchange.
|X| Borrowing for Leverage. All Funds will borrow only if they can
do so without putting up assets as security for a loan. As described in the
Trust's prospectus, from time to time, Capital Appreciation Fund, Strategic Bond
Fund, Growth Fund, Multiple Strategies Fund, Growth & Income Fund and Global
Securities Fund may borrow money from banks to buy securities. This is
considered a speculative investment method known as "leverage." This investing
technique may subject a Fund to greater risks and costs than when that Fund does
not borrow. These risks may include the possibility that a Fund's net asset
value per share will fluctuate more than funds that don't borrow, since a Fund
pays interest on borrowings and interest expense affects a Fund's share price
and yield. Money Fund, High Income Fund, Bond Fund and Growth Fund may borrow
only up to 5% of the value of their total assets and Global Securities Fund may
borrow up to 10% of the value of its total assets. Global Securities Fund does
not borrow, if as a result of such borrowing more than 25% of its total assets
would consist of investments in when-issued or delayed delivery securities or
borrowed funds. As a matter of fundamental investment policy, these funds may
not deviate from the percentage requirements and other restrictions listed above
that relate to borrowing. These Funds can borrow only if they maintain a 300%
ratio of assets to borrowings at all times in the manner set forth in the
Investment Company Act. Each of the above Funds has undertaken to limit
borrowing by that Fund to 25% of the value of its net assets, which is further
limited to 10%
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<PAGE>
if the borrowing is for a purpose other than to facilitate redemptions. Neither
percentage limitation is a fundamental policy.
A revised restriction is proposed for each Fund, that borrowing be permitted
only when the Funds maintain a 300% ratio of assets to borrowings (as described
above). That restriction would be a fundamental investment policy. The other
restrictions and undertakings on borrowing are no longer needed and would be
eliminated if this Proposal is approved.
Revisions to Other Fundamental Investment Policies. The Funds currently have
fundamental investment policies with respect to investment in oil and gas
exploration, hedging and investment in other investment companies. The Manager
proposes that these investment policies be revised or eliminated for the reasons
described below. As revised, the investment policy relating to investment in oil
and gas exploration would remain a fundamental investment policy changeable only
by the vote of a "majority" (as defined in the Investment Company Act) of the
outstanding voting securities of a Fund and the investment policy relating to
investment in other investment companies would be eliminated.
|X| Investment in Oil and Gas Exploration. As a matter of
fundamental policy the Funds currently can not invest in oil or gas exploration
or development programs. Shareholders are being asked to approve a change to
this investment policy to allow the Funds to purchase options, futures
contracts, swaps and other investments, which are linked to oil, gas and mineral
values. As revised, the new fundamental investment policy would read as follows:
"The Funds cannot invest in oil or gas exploration or development programs, but
may purchase options, futures contracts, swaps and other investments, which are
backed by, or the investment return from which are linked to oil, gas and
mineral values."
|X| Investments in Other Investment Companies. Currently, as a
matter of fundamental policy, the Funds may not invest in other open-end
investment companies or invest more than 5% of their net assets at the time of
purchase in closed-end investment companies, including small business investment
companies, nor make any such investments at commission rates in excess of normal
brokerage commissions. The Manager proposes that this fundamental policy be
eliminated. Until the recent enactment of the National Securities Markets
Improvement Act of 1996 (the "Securities Markets Improvement Act"), the ability
of investment companies to invest in other investment companies had been
significantly limited. With the passage of the Securities Markets Improvement
Act the ability to invest in other investment companies has been greatly
expanded and the Securities and Exchange Commission has been granted broad
exemptive authority to permit other arrangements. Accordingly, the elimination
of this fundamental policy will allow the fund to purchase securities of other
investment companies to the extent permitted by law and exemptions subject to
the approval by the Board of Trustees. This change would also permit the Funds,
subject to approval by the Board of Trustees, to adopt a "master-feeder" or a
"fund of funds" structure. A master-feeder structure is comprised of a single
master portfolio in which one or more feeder fund invests. To adopt a
"master-feeder" or a "fund of funds" structure or to engage in significant
purchases of shares of other investment companies would require approval of the
Trust's Board and, to the extent necessary, an update of the Trust's Prospectus
and Statement of Additional Information.
|X| Hedging. As a matter of fundamental policy, the Funds cannot
pledge, mortgage or hypothecate any assets to secure a debt; the escrow
arrangements which are involved in options trading are not considered to involve
such a mortgage, hypothecation or pledge. The Manager proposes that this
fundamental policy be amended to allow the Funds to enter into escrow,
collateral
-11-
<PAGE>
and margin arrangements in connection not only with their options trading, but
also with any of their permitted investments. The revised fundamental investment
policy would read as follows: "The Funds cannot pledge, mortgage or hypothecate
any assets to secure a debt; the escrow, collateral and margin arrangements
involved with any of the Funds' investments are not considered to involve such a
pledge, mortgage or hypothecation."
Presently, the Funds may purchase and sell certain kinds of futures contracts,
put and call options, forward contracts, and options on futures and
broadly-based stock or bond indices, or enter into interest rate swap
agreements. These are all referred to as "hedging instruments." The hedging
instruments the Fund may use and the risks of such investment strategies are
described in the Trust's Prospectus under "Hedging" and in the Statement of
Additional Information under "Other Investment Techniques and Strategies." None
of the discussion in this section concerning Hedging Instruments applies to
Money Fund, which may not use Hedging Instruments. The types of hedging
instruments the Funds may use may be revised from time to time, as new
instruments become available; however, the Funds will not (and do not presently)
use hedging instruments for speculative purposes.
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,
voting separately on changes to its own fundamental investment policies, is
required for approval of this Proposal. The requirement for such "majority" is
defined in the Investment Company Act as the vote of the holders of the lesser
of: (i) 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 of a Fund. If the Proposal is not approved by
the shareholders of a Fund, the investment policies will remain unchanged with
respect to that Fund. If approved by shareholders at this meeting, this Proposal
will become effective May 1, 1998, when the Trust's Prospectus will be revised
to disclose such changes (on or about May 1, 1998). The Trustees, including the
Trustees who are not interested persons of the Trust, unanimously recommend that
the shareholders of each Fund vote to approve changes to certain of that Fund's
fundamental investment policies.
APPROVAL OF CHANGES TO BOND FUND'S INVESTMENT
OBJECTIVE AND FUNDAMENTAL INVESTMENT
POLICIES WITH RESPECT TO INVESTMENT
IN SECURITIES RATED LESS THAN INVESTMENT GRADE
(Proposal No. 3)
At the present time, Bond Fund's investment objective is to "seek to achieve a
high level of current income from investment in high yield fixed-income
securities rated "Baa" or better by Moody's Investors Service, Inc. or "BBB" or
better by Standard & Poor's Corporation." Secondarily, Bond Fund seeks capital
growth when consistent with its primary objective.
In addition, as a matter of non-fundamental policy, Bond Fund will, under normal
market conditions, invest at least 65% of its total assets in bonds. Currently
Bond Fund will invest only in securities rated "Baa" or better by Moody's
Investors Service, Inc. ("Moody's") or "BBB" or better by Standard & Poor's
Corporation ("Standard & Poor's"). However, Bond Fund is not obligated to
dispose of securities if the rating is reduced, and therefore will from time to
time hold securities rated lower than "Baa" by Moody's or "BBB" by Standard &
Poor's.
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<PAGE>
The Manager proposes that the following changes be made to Bond Fund's
fundamental investment policies:
(1) that its primary investment objective be changed to: "to seek a high
level of current income". Its secondary investment objective would
remain "to seek capital growth when consistent with its primary
objective." As revised, these investment objectives will be
fundamental policies;
(2) that permissible investments be expanded to permit Bond Fund, as a
matter of non fundamental policy, under normal market conditions, to
invest up to 35% of its total assets in debt securities rated less
than investment grade (below investment-grade securities include
securities rated below one of the four highest categories by
Standard & Poor's, Moody's or other nationally recognized rating
organizations, or, if unrated, judged by the Manager to be of
comparable quality to such lower-rated securities). Lower-grade
securities (commonly known as "junk bonds") are considered
speculative and involve greater risk.
This Proposal would permit Bond Fund to invest up to 35% of its total assets in
debt securities rated less than investment grade, and in other debt securities
that currently are not permitted investments, when consistent with Bond Fund's
investment objectives, as revised. Under normal market conditions, Bond Fund
would invest at least 65% of its total assets in investment grade debt
securities, U.S. government securities and money market instruments. Investment
grade debt securities would include those rated in one of the four highest
ranking categories by any nationally-recognized rating organization or if
unrated or split-rated (rated investment grade and below investment grade by
different rating organizations), determined by the Manager to be of comparable
quality.
All debt securities are subject to interest rate risk. Interest rate risk refers
to the fluctuations in value of debt securities resulting solely from the
inverse relationship between the market value of outstanding fixed-income
securities and changes in interest rates. An increase in interest rates will
generally reduce the value of debt securities, and a decline in interest rates
will tend to increase their value. However, a portfolio made up entirely of
investment grade securities is generally quite sensitive to changes in interest
rates, and therefore Bond Fund's net asset value is now particularly susceptible
to declines in a rising interest rate environment. Allowing Bond Fund's
portfolio managers to diversify Bond Fund's portfolio among securities of
various credit quality categories may permit them to seek to protect the
portfolio against interest rate volatility. In addition, the Manager believes
that, from time to time, investment opportunities exist in below-investment
grade securities in which Bond Fund should be able to participate, while also
taking into account the increased credit risk of below-investment grade
securities, discussed below. The yield on below- investment grade debt
securities tends to be higher than that of higher-grade debt securities, due to
that increased credit risk. The Manager also believes that investment grade
securities should include securities rated by a nationally recognized rating
organization other than Standard & Poor's or Moody's, as well as unrated or
split-rated securities judged by the Manager to be of comparable quality to
investment grade securities. In selecting securities for Bond Fund's portfolio,
the Manager conducts its own research and analysis, and does not rely entirely
on credit ratings assigned by rating agencies.
There is an increased credit risk that issuers of non-investment grade debt
securities may not be able to make interest or principal payments as they become
due. High yield non-investment grade debt
-13-
<PAGE>
securities are often referred to as "junk bonds" and often have speculative
characteristics and special risks that make them riskier investments than
investment grade securities. They may be subject to greater market fluctuations
and a greater risk of default because of the issuer's low creditworthiness.
Their prices may decline significantly during periods of general economic
difficulty.
There may be less of a market for them, they may be more difficult to value, and
they may be harder to sell at an acceptable. price. Further, a decline in the
high-yield bond market is likely during an economic downturn. An economic
downturn or an increase in interest rates could severely disrupt the market for
high-yield securities and adversely affect the value of outstanding securities
and the ability of issuers to repay principal and interest. These risks mean,
among other things, that Bond Fund may not achieve the expected income from
below-investment grade securities, and that Bond Fund's net asset value per
share may be adversely affected by declines in value of these securities.
Bond Fund is not obligated to dispose of securities when issuers are in default
or if the rating of the security is reduced. The Manager intends to continue to
consider issuer creditworthiness, among other factors, in selecting individual
debt securities and in determining from time to time whether a portion (but not
more than 35%) of Bond Fund's portfolio should be invested in below-investment
grade securities or unrated securities determined by the Manager to be
comparable to securities rated below investment grade.
Bond Fund may invest in foreign securities, as described in the Trust's
Prospectus, including foreign securities that are unrated or rated below
investment grade. In addition, Bond Fund's investments in foreign securities and
foreign currencies may involve additional risks. These include currency
fluctuations and/or devaluations, risks relating to political or economic
conditions in the foreign country, and the generally less stringent disclosure
requirement of foreign markets. Other risks included changes in U.S. economic or
monetary policy that affect investment abroad. Additional costs may be incurred
because foreign broker commissions are generally higher than U.S. rates, and
there are additional custodial costs associated with holding securities abroad.
The Manager presented to the Board of Trustees this Proposal to change Bond
Fund's investment objective and to eliminate the fundamental investment
restrictions outlined above. The Manager explained to the Trustees the expected
advantages and risks of allowing the Manager flexibility to invest up to 35% of
Bond Fund's portfolio in below-investment grade debt securities. If shareholders
approve this Proposal, the Manager will have greater flexibility to respond to
market, economic and other conditions, and will be able to further adjust Bond
Fund's investment policies and strategies as it and the Board of Trustees may
deem appropriate. The Trustees approved and recommended, subject to shareholder
approval, the change in the investment objective and fundamental investment
policies described in this Proposal. If approved, the effective date of this
Proposal will be delayed by Bond Fund until the Trust's Prospectus is updated to
reflect this change (on or about May 1, 1998). If this Proposal is not approved,
Bond Fund's current investment objective and policies will remain in effect.
Vote Required. An affirmative vote of the holders of a "majority" of the voting
securities of Bond Fund only is required for approval of this Proposal. The
requirements for such "majority" vote are the same as those described above for
Proposal No. 2. If this Proposal is not approved, the above-described investment
objective and other fundamental investment policies will not change. The Board
of Trustees recommends a vote in favor of approving this Proposal.
-14-
<PAGE>
APPROVAL OF AMENDMENTS TO
THE TRUST'S DECLARATION OF TRUST
(Proposal No. 4)
The Trust's Declaration of Trust (the "Declaration of Trust") currently
authorizes the issuance of one class of shares for each Fund with each share
representing an equal proportionate interest in that Fund. The Trust's Board of
Trustees, including a majority of the Independent Trustees, has voted to
authorize the issuance of additional classes of shares of each Fund and to amend
the Declaration of Trust to permit the issuance of such additional classes of
the current Funds and of any Funds that may hereafter be created. This will
enable investors to be offered different classes of shares representing
interests in the same investment portfolio but with different distribution
arrangements. If this Proposal is approved, the Board of Trustees would be
empowered to authorize the issuance of additional classes without shareholder
approval. This Proposal would also update and conform certain provisions of the
Trust's Declaration of Trust, without making any substantive revisions other
than those required to permit the issuance of additional classes of shares of
each Fund.
At present, each Fund has a single class of shares sold at net asset value. If
this Proposal is approved, the Trust would be permitted to offer shares of one
or more additional classes of each Fund, although there is no obligation that it
do so. Upon instituting a "multiclass distribution arrangement," shares of the
presently outstanding class would continue to be offered under the Funds'
present distribution arrangement. Shares of such additional classes may be
offered that would be subject to a service fee and/or an asset based sales
charge and may therefore have different expenses, in comparison to the currently
outstanding shares. However, shares of each Class would represent interests in
the same portfolio of investments held by that Fund. The only differences
between shares of different classes of the same Fund would relate to (a) any
differences in expenses payable by each Class and the impact of such differences
on their respective net asset values and distributions to shareholders, (b)
voting rights with respect to any matter solely affecting the respective Class,
(c) any differences relating to procedures applicable to purchasing, redeeming
or exchanging shares, and (d) the designation of the new Class. The Board does
not expect that the multiclass arrangement, if adopted, would result in any
additional expenses being allocated to each Fund's existing shares, and if there
are any such additional expenses, the Board believes that such expenses would
not affect the dividends or net asset value for any Fund's existing shares.
The multiclass arrangement is intended to provide investors with alternative
methods of purchasing shares of each Fund and allow investors a choice in
selecting the method of paying sales, distribution and other expenses associated
with their investment. The investor's choice should depend on the amount
invested and the time for which the investment in Fund shares is expected to be
held. To the extent that offering varying distribution alternatives increases
sales, a larger pool of assets may reduce pro rata operating expenses and better
enable the achievement of investment objectives within the constraints of
portfolio management.
Vote Required. An affirmative vote of the holders of a "majority" of the voting
securities of all Funds voting in the aggregate, and not separately by Fund, is
required for approval of this Proposal for that Fund. The requirements for such
"majority" vote are the same as those described above for Proposal No. 2. If the
Proposal is not approved by the shareholders of a Fund, the Trust's Declaration
of Trust will remain unchanged with respect to that Fund. If approved by
shareholders at this meeting, this Proposal will become effective when the
Trust's Prospectus is revised to disclose such changes. The Board of Trustees
recommends a vote in favor of approving this Proposal.
-15-
<PAGE>
ADDITIONAL INFORMATION
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, pursuant to
its investment advisory agreement with each Fund.
The Manager (including subsidiaries) currently manages investment companies,
including other OppenheimerFunds, with assets of more than $75 billion as of
December 31, 1997, and with more than 3.5 million shareholder accounts. The
Manager is a wholly-owned subsidiary of Oppenheimer Acquisition Corp. ("OAC"), a
holding company controlled by Massachusetts Mutual Life Insurance Company
("MassMutual"). The Manager and OAC are located at Two World Trade Center, New
York, New York 10048. 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 MassMutual.
MassMutual has engaged in the life insurance business since 1851.
The common stock of OAC is divided into three classes. At December 31, 1997,
MassMutual held (i) all of the 2,160,000 shares of Class A voting stock, (ii)
827,181 shares of Class B voting stock, and (iii) 1,441,473 shares of Class C
non-voting stock. This collectively represented 88.6% of the outstanding common
stock and 95.3% of the voting power of OAC as of that date.
Certain officers and/or directors of the Manager held (i) 405,090 shares of the
Class B voting stock, representing 8.1% of the outstanding common stock and 3.0%
of the voting power, and (ii) options acquired without cash payment which, when
they become exercisable, allow the holders to purchase up to 607,342 shares of
Class C non-voting stock. That group includes persons who serve as officers of
the Fund and Mr. James C. Swain, who serves as a Trustee of the Trust. 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. From the period January 1, 1997 to December 31, 1997, the only
transactions by persons who serve as Trustees of the Fund were by Mr. Swain, who
surrendered to OAC 13,423 stock appreciation rights issued in tandem with the
Class C OAC options, for a cash payment of $2,164,436.
The names and principal occupations of the executive officers and directors of
the Manager are as follows: Bridget A. Macaskill, President, Chief Executive
Officer and a director; Donald W. Spiro, Chairman Emeritus and a director; James
C. Swain, Vice Chairman; Jeremy Griffiths, Executive Vice President and Chief
Financial Officer; Robert C. Doll, Executive Vice President and a director;
Andrew J. Donohue, Executive Vice President, General Counsel and a director; O.
Leonard Darling, Paula Gabriele, Barbara Hennigar, James Ruff, Loretta McCarthy
and Nancy Sperte, Executive Vice Presidents; George C. Bowen, Senior Vice
President and Treasurer; Peter M. Antos, Victor Babin, Robert A. Densen, Craig
Dinsell, Ronald H. Fielding, Thomas W. Keffer, Robert E. Patterson, Russell
Read, Richard Rubinstein, Arthur Steinmetz, Ralph Stellmacher, John Stoma, Jerry
A. Webman, William L. Wilby and Robert G. Zack, Senior Vice Presidents. These
officers are located at one of the four offices of the Manager: Two World Trade
Center, New York, NY 10048-0203; 6803 South Tucson Way, Englewood, CO 80112; 350
Linden Oaks, Rochester, NY 14625-2807 and One Financial Plaza, 755 Main Street,
Hartford, CT 06103.
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<PAGE>
RECEIPT OF SHAREHOLDER PROPOSALS
The Trust is not required to hold shareholder meetings on a regular basis.
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,
/s/ Andrew J. Donohue
Andrew J. Donohue, Secretary
February 17, 1998
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<PAGE>
APPENDIX A
RECORD SHAREHOLDERS
As of February 6, 1998, the number of shares and approximate percentage of Fund
shares held of record by separate accounts of the following insurance companies
(and their respective subsidiaries) were as follows:
Life of
Monarch ReliaStar Virginia Nationwide Aetna
Money Fund
High Income Fund
Bond Fund
Capital Appreciation
Fund
Growth Fund
Multiple Strategies
Fund
Global Securities
Fund
Strategic Bond Fund
Growth & Income
Fund
(continued)
<PAGE>
MassMutual Jefferson-Pilot PFL Chubb Acacia
Money Fund
High Income Fund
Bond Fund
Capital Appreciation
Fund
Growth Fund
Multiple Strategies
Fund
Global Securities
Fund
Strategic Bond Fund
Growth & Income
Fund
(continued)
<PAGE>
American
Express Protective CUNA COVA
Money Fund
High Income Fund
Bond Fund
Capital Appreciation
Fund
Growth Fund
Multiple Strategies
Fund
Global Securities
Fund
Strategic Bond Fund
Growth & Income
Fund
<PAGE>
OPPENHEIMER VARIABLE ACCOUNT FUNDS
Oppenheimer High Income Fund
PROXY FOR SHAREHOLDERS MEETING TO BE HELD APRIL 3, 1998
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 Robert
Bishop, Scott Farrar, 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 Meeting of Shareholders of the Trust to be held
April 3, 1998, at 6803 South Tucson Way, Englewood, Colorado 80112 at 10:00
A.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 for the election of Trustees and 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) To elect ten Trustees to hold office until the next meeting of
shareholders called for the purpose of electing Trustees or until their
successors are elected and shall qualify;
A) Robert G. Avis F) Raymond J. Kalinowski
B) William A. Baker G) C. Howard Kast
C) Charles Conrad, Jr. H) Robert M. Kirchner
D) Jon S. Fossel I) Ned M. Steel
E) Sam Freedman J) James C. Swain
FOR AGAINST ABSTAIN
(2) Ratification of selection of Deloitte & Touche LLP as independent auditors
(Proposal No.
1)
FOR AGAINST ABSTAIN
(3) To approve changes in the fundamental investment policies of the Fund on
warrants, borrowing, investing in oil and gas exploration, investing in other
investment companies and hedging (Proposal No.2);
- - warrants - investing in oil and gas exploration
- - investing in other investment companies - borrowing
- - hedging
FOR AGAINST ABSTAIN
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<PAGE>
(4) To approve amendments to the Trust's Declaration of Trust to permit the Fund
to issue additional classes of shares (Proposal No. 4);
FOR AGAINST ABSTAIN
Dated: , 1998
------------------------------------------------------
(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.
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<PAGE>
OPPENHEIMER VARIABLE ACCOUNT FUNDS
Oppenheimer Strategic Bond Fund
PROXY FOR SHAREHOLDERS MEETING TO BE HELD APRIL 3, 1998
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 Robert
Bishop, Scott Farrar, 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 April 3, 1998, at 6803 South Tucson Way, Englewood, Colorado 80112 at 10:00
A.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 for the election of Trustees and 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) To elect ten Trustees to hold office until the next meeting of
shareholders called for the purpose of electing Trustees or until their
successors are elected and shall qualify;
A) Robert G. Avis F) Raymond J. Kalinowski
B) William A. Baker G) C. Howard Kast
C) Charles Conrad, Jr. H) Robert M. Kirchner
D) Jon S. Fossel I) Ned M. Steel
E) Sam Freedman J) James C. Swain
FOR AGAINST ABSTAIN
(2) Ratification of selection of Deloitte & Touche LLP as independent auditors
(Proposal No. 1)
FOR AGAINST ABSTAIN
(3) To approve changes in the fundamental investment policies of the Fund on
warrants, borrowing, investing in oil and gas exploration, investing in other
investment companies and hedging (Proposal No.2);
- - warrants - investing in oil and gas exploration
- - investing in other investment companies - borrowing
- - hedging
FOR AGAINST ABSTAIN
-23-
<PAGE>
(4) To approve amendments to the Trust's Declaration of Trust to permit the Fund
to issue additional classes of shares (Proposal No. 4);
FOR AGAINST ABSTAIN
Dated: , 1998
------------------------------------------------------
(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.
-24-
<PAGE>
OPPENHEIMER VARIABLE ACCOUNT FUNDS
Oppenheimer Bond Fund
PROXY FOR SHAREHOLDERS MEETING TO BE HELD APRIL 3, 1998
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 Robert Bishop, Scott
Farrar, 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 Meeting of Shareholders of the Trust to be held April 3, 1998, at 6803 South
Tucson Way, Englewood, Colorado 80112 at 10:00 A.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 for the election
of Trustees and 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) To elect ten Trustees to hold office until the next meeting of
shareholders called for the purpose of electing Trustees or until their
successors are elected and shall qualify;
A) Robert G. Avis F) Raymond J. Kalinowski
B) William A. Baker G) C. Howard Kast
C) Charles Conrad, Jr. H) Robert M. Kirchner
D) Jon S. Fossel I) Ned M. Steel
E) Sam Freedman J) James C. Swain
FOR AGAINST ABSTAIN
(2) Ratification of selection of Deloitte & Touche LLP as independent auditors
(Proposal No.
1)
FOR AGAINST ABSTAIN
(3) To approve changes in the fundamental investment policies of the Fund on
warrants, borrowing, investing in oil and gas exploration, investing in other
investment companies and hedging (Proposal No.2);
- - warrants - investing in oil and gas exploration
- - investing in other investment companies - borrowing
- - hedging
FOR AGAINST ABSTAIN
(4) To approve changes in the Fund's investment objective and fundamental
investment policies
(Proposal No. 3);
- - investment objective - permissible investments
-25-
<PAGE>
FOR AGAINST ABSTAIN
(5) To approve amendments to the Trust's Declaration of Trust to permit the Fund
to issue additional classes of shares (Proposal No. 4);
FOR AGAINST ABSTAIN
Dated: , 1998
------------------------------------------------------
(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.
-26-
<PAGE>
OPPENHEIMER VARIABLE ACCOUNT FUNDS
Oppenheimer Money Fund
PROXY FOR SHAREHOLDERS MEETING TO BE HELD APRIL 3, 1998
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 Robert
Bishop, Scott Farrar, 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 Meeting of Shareholders of the Trust to be held
April 3, 1998, at 6803 South Tucson Way, Englewood, Colorado 80112 at 10:00
A.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 for the election of Trustees and 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) To elect ten Trustees to hold office until the next meeting of
shareholders called for the purpose of electing Trustees or until their
successors are elected and shall qualify;
A) Robert G. Avis F) Raymond J. Kalinowski
B) William A. Baker G) C. Howard Kast
C) Charles Conrad, Jr. H) Robert M. Kirchner
D) Jon S. Fossel I) Ned M. Steel
E) Sam Freedman J) James C. Swain
FOR AGAINST ABSTAIN
(2) Ratification of selection of Deloitte & Touche LLP as independent auditors
(Proposal No.
1)
FOR AGAINST ABSTAIN
(3) To approve changes in the fundamental investment policies of the Fund on
borrowing, investing in oil and gas exploration, investing in other investment
companies and hedging (Proposal
No.2);
- - investing in oil and gas exploratio- investing in other investment companies
- - borrowing - hedging
FOR AGAINST ABSTAIN
(4) To approve amendments to the Trust's Declaration of Trust to permit the Fund
to issue additional classes of shares (Proposal No. 4);
FOR AGAINST ABSTAIN
-27-
<PAGE>
Dated: , 1998
------------------------------------------------------
(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.
-28-
<PAGE>
OPPENHEIMER VARIABLE ACCOUNT FUNDS
Oppenheimer Multiple Strategies Fund
PROXY FOR SHAREHOLDERS MEETING TO BE HELD APRIL 3, 1998
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 Robert
Bishop, Scott Farrar, 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 Meeting of Shareholders of the
Trust to be held April 3, 1998, at 6803 South Tucson Way, Englewood, Colorado
80112 at 10:00 A.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 for the election of Trustees and 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) To elect ten Trustees to hold office until the next meeting of
shareholders called for the purpose of electing Trustees or until their
successors are elected and shall qualify;
A) Robert G. Avis F) Raymond J. Kalinowski
B) William A. Baker G) C. Howard Kast
C) Charles Conrad, Jr. H) Robert M. Kirchner
D) Jon S. Fossel I) Ned M. Steel
E) Sam Freedman J) James C. Swain
FOR AGAINST ABSTAIN
(2) Ratification of selection of Deloitte & Touche LLP as independent auditors
(Proposal No.
1)
FOR AGAINST ABSTAIN
(3) To approve changes in the fundamental investment policies of the Fund on
warrants, borrowing, investing in oil and gas exploration, investing in other
investment companies and hedging (Proposal No.2);
- - warrants - investing in oil and gas exploration
- - investing in other investment companies - borrowing
- - hedging
FOR AGAINST ABSTAIN
(4) To approve amendments to the Trust's Declaration of Trust to permit the Fund
to issue additional classes of shares (Proposal No. 4);
FOR AGAINST ABSTAIN
-29-
<PAGE>
Dated: , 1998
------------------------------------------------------
(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.
-30-
<PAGE>
OPPENHEIMER VARIABLE ACCOUNT FUNDS
Oppenheimer Capital Appreciation Fund
PROXY FOR SHAREHOLDERS MEETING TO BE HELD APRIL 3, 1998
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 Robert Bishop, Scott Farrar, 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 Meeting of
Shareholders of the Trust to be held April
3 , 1998, at 6803
South Tucson Way, Englewood, Colorado 80112 at 10:00 A.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 for
the election of Trustees and 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) To elect ten Trustees to hold office until the next meeting of
shareholders called for the purpose of electing Trustees or until their
successors are elected and shall qualify;
A) Robert G. Avis F) Raymond J. Kalinowski
B) William A. Baker G) C. Howard Kast
C) Charles Conrad, Jr. H) Robert M. Kirchner
D) Jon S. Fossel I) Ned M. Steel
E) Sam Freedman J) James C. Swain
FOR AGAINST ABSTAIN
(2) Ratification of selection of Deloitte & Touche LLP as independent auditors
(Proposal No.
1)
FOR AGAINST ABSTAIN
(3) To approve changes in the fundamental investment policies of the Fund on
warrants, borrowing, investing in oil and gas exploration, investing in other
investment companies and hedging (Proposal No.2);
- - warrants - investing in oil and gas exploration
- - investing in other investment companies - borrowing
- - hedging
FOR AGAINST ABSTAIN
(4) To approve amendments to the Trust's Declaration of Trust to permit the Fund
to issue additional classes of shares (Proposal No. 4);
FOR AGAINST ABSTAIN
-31-
<PAGE>
Dated: , 1998
------------------------------------------------------
(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.
-32-
<PAGE>
OPPENHEIMER VARIABLE ACCOUNT FUNDS
Oppenheimer Growth Fund
PROXY FOR SHAREHOLDERS MEETING TO BE HELD APRIL 3, 1998
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 Robert
Bishop, Scott Farrar, 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 Meeting of Shareholders of the Trust to be held
April 3, 1998, at 6803 South Tucson Way, Englewood, Colorado 80112 at 10:00
A.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 for the election of Trustees and 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) To elect ten Trustees to hold office until the next meeting of
shareholders called for the purpose of electing Trustees or until their
successors are elected and shall qualify;
A) Robert G. Avis F) Raymond J. Kalinowski
B) William A. Baker G) C. Howard Kast
C) Charles Conrad, Jr. H) Robert M. Kirchner
D) Jon S. Fossel I) Ned M. Steel
E) Sam Freedman J) James C. Swain
FOR AGAINST ABSTAIN
(2) Ratification of selection of Deloitte & Touche LLP as independent auditors
(Proposal No.
1)
FOR AGAINST ABSTAIN
(3) To approve changes in the fundamental investment policies of the Fund on
warrants, borrowing, investing in oil and gas exploration, investing in other
investment companies and hedging (Proposal No.2);
- - warrants - investing in oil and gas exploration
- - investing in other investment companies - borrowing
- - hedging
FOR AGAINST ABSTAIN
(4) To approve amendments to the Trust's Declaration of Trust to permit the Fund
to issue additional classes of shares (Proposal No. 4);
FOR AGAINST ABSTAIN
-33-
<PAGE>
Dated: , 1998
------------------------------------------------------
(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.
-34-
<PAGE>
OPPENHEIMER VARIABLE ACCOUNT FUNDS
Oppenheimer Growth & Income Fund
PROXY FOR SHAREHOLDERS MEETING TO BE HELD APRIL 3, 1998
The undersigned indirect shareholder of Oppenheimer Growth & Income Fund
(the "Fund"), a series of Oppenheimer Variable Account Funds (the "Trust"), does
hereby direct ----------------_ (the "Insurance Company") to appoint Robert
Bishop, Scott Farrar, 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 Meeting of Shareholders of the
Trust to be held April 3, 1998, at 6803 South Tucson Way, Englewood, Colorado
80112 at 10:00 A.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 for the election of Trustees and 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) To elect ten Trustees to hold office until the next meeting of
shareholders called for the purpose of electing Trustees or until their
successors are elected and shall qualify;
A) Robert G. Avis F) Raymond J. Kalinowski
B) William A. Baker G) C. Howard Kast
C) Charles Conrad, Jr. H) Robert M. Kirchner
D) Jon S. Fossel I) Ned M. Steel
E) Sam Freedman J) James C. Swain
FOR AGAINST ABSTAIN
(2) Ratification of selection of Deloitte & Touche LLP as independent auditors
(Proposal No.
1)
FOR AGAINST ABSTAIN
(3) To approve changes in the fundamental investment policies of the Fund on
warrants, borrowing, investing in oil and gas exploration, investing in other
investment companies and hedging (Proposal No.2);
- - warrants - investing in oil and gas exploration
- - investing in other investment companies - borrowing
- - hedging
FOR AGAINST ABSTAIN
(4) To approve amendments to the Trust's Declaration of Trust to permit the Fund
to issue additional classes of shares (Proposal No. 4);
FOR AGAINST ABSTAIN
-35-
<PAGE>
Dated: , 1998
------------------------------------------------------
(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.
-36-
<PAGE>
OPPENHEIMER VARIABLE ACCOUNT FUNDS
Oppenheimer Global Securities Fund
PROXY FOR SHAREHOLDERS MEETING TO BE HELD APRIL 3, 1998
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 Robert
Bishop, Scott Farrar, 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 Meeting of Shareholders of the
Trust to be held April 3, 1998, at 6803 South Tucson Way, Englewood, Colorado
80112 at 10:00 A.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 for the election of Trustees and 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) To elect ten Trustees to hold office until the next meeting of
shareholders called for the purpose of electing Trustees or until their
successors are elected and shall qualify;
A) Robert G. Avis F) Raymond J. Kalinowski
B) William A. Baker G) C. Howard Kast
C) Charles Conrad, Jr. H) Robert M. Kirchner
D) Jon S. Fossel I) Ned M. Steel
E) Sam Freedman J) James C. Swain
FOR AGAINST ABSTAIN
(2) Ratification of selection of Deloitte & Touche LLP as independent auditors
(Proposal No.
1)
FOR AGAINST ABSTAIN
(3) To approve changes in the fundamental investment policies of the Fund on
warrants, borrowing, investing in oil and gas exploration, investing in other
investment companies and hedging (Proposal No.2);
- - warrants - investing in oil and gas exploration
- - investing in other investment companies - borrowing
- - hedging
FOR AGAINST ABSTAIN
(4) To approve amendments to the Trust's Declaration of Trust to permit the Fund
to issue additional classes of shares (Proposal No. 4);
FOR AGAINST ABSTAIN
-37-
<PAGE>
Dated: , 1998
------------------------------------------------------
(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.
