<PAGE>
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 (S)240.14a-11(c) or (S)240.14a-12
[ ] Confidential for Use of the Commission Only (as permitted by Rule 14a-
6(c)(2))
OCC CASH RESERVES, INC.
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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 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________
(5) Total fee paid:
_______________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] 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 previous filing by registration 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:
__________________________________________________
<PAGE>
May , 1997
OCC CASH RESERVES, INC.
Dear Shareholder:
We are pleased to invite you to a meeting of shareholders of OCC Cash Re-
serves, Inc. (the "Fund") to be held on , 1997.
As you may know, PIMCO Advisors L.P. and its affiliate, Thomson Advisory Group
Inc. (together, the "PIMCO Parties"), and Oppenheimer Group, Inc. and Oppen-
heimer Financial Corp. have entered into an agreement for the PIMCO Parties to
acquire a controlling interest in Oppenheimer Capital, whose subsidiary, OpCap
Advisors, serves as investment adviser to the Fund. The Fund's meeting will
permit its shareholders to consider a new advisory agreement which will be
substantially identical to the existing agreement with the Fund, to be in ef-
fect following such acquisition.
It is important to keep in mind that the PIMCO Parties are acquiring OpCap Ad-
visors, not the Fund. Your Fund shares and the advisory and distribution fees
charged the Fund will not change as a result of the transaction. Moreover, the
PIMCO Parties have advised the Fund's Board of Directors that OpCap Advisors
will continue, after the transaction, to provide the high-quality services to
which you've grown accustomed.
After careful consideration the Board of Directors of the Fund, including its
independent directors, approved the proposal relating to the Fund and recom-
mends that its shareholders vote "FOR" the proposal. Whether or not you intend
to attend the meeting, you may vote by proxy by signing and returning your
proxy card in the enclosed postage-paid envelope.
We thought it would be helpful to provide the questions and answers regarding
the transaction and the proposal on the reverse side of this page. They are
designed to help answer questions you may have and help you cast your votes,
and are being provided as a supplement to, not a substitute for, the proxy
statement, which we urge you to carefully review. As always, we thank you for
your confidence and support.
Please feel free to call the proxy solicitor, [ ], at [1-800-
] to answer any questions you may have regarding the voting of your
shares, and please feel free to call us at 1-800- to answer any ques-
tions regarding the transaction or other matters.
Sincerely,
Joseph M. La Motta
Chairman of the Board and President of OCC Cash Reserves, Inc.
<PAGE>
QUESTIONS & ANSWERS
Q.WHAT IS BEING ACQUIRED IN THE TRANSACTION?
A.PIMCO Advisors L.P., a publicly traded investment management firm, and its
affiliate, Thomson Advisory Group Inc., have agreed to acquire a controlling
interest in Oppenheimer Capital, whose subsidiary, OpCap Advisors, is invest-
ment adviser to the Fund. The Fund itself is not being acquired.
Q.WHY AM I BEING ASKED TO VOTE ON THESE PROPOSALS?
A.As required by the Investment Company Act of 1940, consummation of the
transaction will cause the automatic termination of the existing advisory
agreement with OpCap Advisors. Therefore, in order to ensure continuity of
management, shareholders are being asked to approve a substantially identical
new agreement with OpCap Advisors.
Q.HOW WILL THE TRANSACTION AFFECT ME AS A FUND SHAREHOLDER?
A.Your Fund shares and the fees charged the Fund's Portfolios will not change
as a result of the transaction. Moreover, the PIMCO Parties have advised the
Fund's Board that OpCap Advisors will continue, after the transaction, to pro-
vide the high-quality services to which you've grown accustomed. Consequently,
operations of the Fund.
Q.HOW DOES THE BOARD RECOMMEND THAT I VOTE?
A.After careful consideration, the Board of Directors of the Fund, including
its independent trustees, recommends that shareholders vote "FOR" the propos-
al.
Q.WHOM DO I CALL IF I HAVE QUESTIONS?
A.If you have any questions, please feel free to call the proxy solicitor,
.], at [1-800- ] to answer any questions you may have regard-
ing the voting of your shares, and please feel free to call us at 1-800-
to answer any questions regarding the transaction or other matters.
PLEASE VOTE
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
<PAGE>
OCC CASH RESERVES, INC.
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON , 1997
TO THE SHAREHOLDERS:
Notice is hereby given that a special meeting of shareholders (the "Meeting")
of OCC CASH RESERVES, INC. (the "Fund") will be held at One World Financial
Center, New York, N.Y. 10281, on the 40th Floor, on , 1997 at 10:00
a.m., New York time, for the following purposes:
1. To approve or disapprove an advisory agreement between the Fund and OpCap
Advisors; and
2. To act upon such other matters as properly may come before the Meeting or
any adjournment or adjournments thereof.
The close of business on , 1997 has been fixed as the record date for
the determination of shareholders entitled to notice of and to vote at the
Meeting and any adjournments thereof. Regardless of whether you plan to attend
the Meeting, PLEASE COMPLETE, SIGN AND RETURN PROMPTLY THE ENCLOSED PROXY
CARD. If you are present at the Meeting you may change your vote, if desired,
at that time.
By Order of the Board of Directors,
Deborah Kaback
Secretary
, 1997
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YOUR VOTE IS IMPORTANT
PLEASE RETURN YOUR PROXY CARD PROMPTLY
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE REQUESTED TO INDICATE
VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD FOR EACH OF THE PORTFOLIOS OF
THE FUND IN WHICH THEY OWN SHARES AND TO DATE, SIGN AND RETURN IT IN THE ENVE-
LOPE PROVIDED, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. WE ASK
FOR YOUR COOPERATION IN MAILING YOUR VOTING INSTRUCTION FORM NO MATTER HOW
LARGE OR SMALL YOUR HOLDING MAY BE.
PLEASE RESPOND--YOUR VOTE IS IMPORTANT
<PAGE>
OCC CASH RESERVES, INC.
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OPPENHIEMER TOWER
ONE WORLD FINANCIAL CENTER, NEW YORK, NEW YORK 10281
PROXY STATEMENT
----------------------
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON 1997
GENERAL
This Proxy Statement is furnished to the shareholders of OCC Cash Reserves,
Inc. (the "Fund"), in connection with the solicitation by management of prox-
ies to be used at a special meeting (the "Meeting") of shareholders to be held
on , 1997, or any adjournment or adjournments thereof. The Notice of
Meeting, Proxy Statement and Proxy Card will first be mailed on or about
, 1997.
The Fund consists of five portfolios (the "Portfolios"), each of which is a
separate class of capital stock; these are the Primary Portfolio, the Govern-
ment Portfolio, the General Municipal Portfolio, the California Municipal
Portfolio and the New York Municipal Portfolio. Shares of each Portfolio have
been registered with the Securities and Exchange Commission ("SEC"). As of May
9, 1997, the record date, there were outstanding shares of the
Primary Portfolio, shares of the Government Portfolio,
shares of the General Municipal Portfolio, shares of
the California Municipal Portfolio, and shares of the New York
Municipal Portfolio.
The purpose of the Meeting is to permit shareholders of each Portfolio of the
Fund to consider a new advisory agreement to take effect upon consummation of
the transaction (the "Acquisition") contemplated by the Agreement and Plan of
Merger, dated as of February 13, 1997 (the "Merger Agreement"), by and among
PIMCO Advisors L.P. ("PIMCO Advisors") and its affiliate, Thomson Advisory
Group Inc. ("TAG" and, collectively with PIMCO Advisors, the "PIMCO Parties"),
and Oppenheimer Group, Inc. ("OGI") and its subsidiary, Oppenheimer Financial
Corp. ("Opfin" and, collectively with OGI, "Oppenheimer"). Pursuant to the
Merger Agreement, the PIMCO Parties will acquire a controlling interest in Op-
penheimer Capital, whose subsidiary, OpCap Advisors, serves as investment ad-
viser to the Fund. For a discussion of the Acquisition, see "The Acquisition"
under Proposal 1 below. As required by the Investment Company Act of 1940, as
amended (the "Investment Company Act"), consummation of the Acquisition will
cause the automatic termination of the Fund's advisory agreement with OpCap
Advisors. Therefore, in order
<PAGE>
to ensure continuity in the management of the Fund, shareholders of each Port-
folio of the Fund are being asked to approve a new advisory agreement.
Shares of the Portfolios will be voted separately, with each Portfolio voting
as a single class on the proposal. Each full share of the Portfolios outstand-
ing is entitled to one vote and each fractional share of the Portfolios out-
standing is entitled to a proportionate fractional share of one vote for such
purposes.
In order that you may be represented at the Meeting or any adjournment or ad-
journments thereof, you are requested to indicate your voting instructions on
the enclosed proxy card, to date and sign the proxy card, and to mail the
proxy card promptly in the enclosed postage paid envelope, allowing sufficient
time for the proxy card to be received before the Meeting.
If the enclosed form of proxy is properly executed and returned, the shares
represented thereby will be voted at the meeting as indicated thereon with re-
spect to the Proposal. In the absence of choices, the shares represented by
the proxy will be voted in favor of the Proposal.
The proxy confers discretionary authority upon the persons named therein to
vote on other business, not currently contemplated, which may come before the
Meeting. In the event that a quorum (the presence in person or by proxy of the
holders of a majority of the Fund's shares entitled to vote) cannot be ob-
tained, an adjournment or adjournments of the Meeting may be sought by the
Board of Directors. In the event that a quorum is present at the Meeting but
sufficient votes to approve the Proposal are not received, the persons named
as proxies may propose one or more adjournments of the Meeting to permit fur-
ther solicitation of proxies. Any such adjournment would require the affirma-
tive vote of the holders of a majority of the shares of the Fund present at
the Meeting or any adjournment thereof, in person or by proxy. The persons
named as proxies will vote those proxies which they are entitled to vote FOR
any matter in favor of such an adjournment and will vote those proxies re-
quired to be voted AGAINST any matter that comes before the Meeting against
any such adjournment.
The proxy may be revoked at any time prior to the voting thereof by: (i) writ-
ten instructions addressed to the Secretary of the Fund at Oppenheimer Tower,
One World Financial Center, New York, New York 10281; (ii) attendance at the
Meeting and voting in person or (iii) properly executing and returning a new
proxy card (if received in time to be voted).
All expenses of the preparation and distribution of these proxy materials will
be borne two-thirds by the PIMCO Parties and one-third by Oppenheimer. In ad-
dition to the solicitation of voting instructions by the use of the mails,
voting instructions may be solicited by officers and employees of OpCap Advi-
sors or its respective affiliates, personally or by telephone or telegraph.
2
<PAGE>
Brokerage houses, banks and other fiduciaries may be requested to forward so-
liciting material to their principals and to obtain authorization for the exe-
cution of voting instruction forms. For those services, they will be reim-
bursed by the PIMCO Parties and Oppenheimer for their out-of-pocket expenses.
In addition, the PIMCO Parties and Oppenheimer have retained to
assist in the solicitation of proxies primarily by contacting shareholders by
telephone and telegram for a fee not to exceed $ plus reasonable out-
of-pocket expenses. With respect to a telephone solicitation by the firm, ad-
ditional expenses would include $5.00 per telephone vote transacted, $2.75 per
outbound telephone contact and costs relating to obtaining shareholders' tele-
phone numbers. may call shareholders to ask if they would be
willing to have their votes recorded by telephone. The telephone voting proce-
dure is designed to authenticate shareholders' identities, to allow sharehold-
ers to authorize the voting of their shares in accordance with their instruc-
tions and to confirm that their instructions have been recorded properly. The
Fund has been advised by counsel that these procedures are consistent with the
requirements of applicable law. Shareholders voting by telephone would be
asked for their social security number or other identifying information and
would be given an opportunity to authorize proxies to vote their shares in ac-
cordance with their instructions. To ensure that the shareholders' instruc-
tions have been recorded correctly they will receive a confirmation of their
instructions in the mail. A special toll-free number will be available in case
the information contained in the confirmation is incorrect. Although a share-
holder's vote may be taken by telephone, each shareholder will receive a copy
of this Proxy Statement and may vote by mail using the enclosed voting in-
struction form.
To the knowledge of the Fund, the only shareholders owning of record or bene-
ficially more than 5% of the outstanding shares of any of the Portfolios of
the Fund as of May 9, 1997 were Oppenheimer & Co., Inc. ("Opco"), which held
shares (5%) in an account for a client and shares in an
account for a client of the General Municipal Portfolio and Unified Management
Corporation which held shares of the Primary Portfolio and
shares of the Government Portfolio, as shareholder servicing agent
for former shareholders of AMA Family of Funds, Inc. and other clients of AMA
Investment Advisers, Inc.
3
<PAGE>
PROPOSAL NO. 1
APPROVAL OF A NEW ADVISORY AGREEMENT BETWEEN OPCAP ADVISORS AND THE FUND
INTRODUCTION
OpCap Advisors serves as investment adviser to the Fund pursuant to an Advi-
sory Agreement dated August 11, 1989 as amended April 29, 1992 (the "Existing
Agreement"). The Existing Agreement was approved initially by the Board of Di-
rectors on August 11, 1989 and renewed most recently on November 4, 1996 and
was approved initially by the Fund's sole shareholder on August 11, 1989. An
Amendment to the Existing Agreement was approved by the Board of Directors on
January 20, 1992 and by the shareholders of the Fund on April 29, 1992.
The Existing Agreement provides that it shall automatically terminate in the
event of its assignment as defined in the Investment Company Act. Consummation
of the Acquisition will constitute an assignment of the Existing Agreement.
Therefore, in anticipation of the Acquisition, the Board of Directors of the
Fund is proposing that its shareholders approve a new advisory agreement be-
tween the Fund and OpCap Advisors (the "New Agreement"). The New Agreement is
substantially identical, except for the date, to the Existing Agreement.
INFORMATION ABOUT OPCAP ADVISORS
OpCap Advisors is a majority-owned subsidiary of Oppenheimer Capital, a regis-
tered investment adviser with approximately $49.4 billion in assets under man-
agement on March 31, 1997. Opfin, a holding company, is a 1.0% general partner
of OpCap Advisors. Opfin also holds a one-third managing general partner in-
terest in Oppenheimer Capital, and Oppenheimer Capital, LP, a Delaware limited
partnership whose units are traded on the New York Stock Exchange and of which
Opfin is the sole 1.0% general partner, owns the remaining two-thirds inter-
est. Opfin currently is a wholly-owned subsidiary of OGI, 71% of the common
stock of which currently is owned by Oppenheimer & Co., L.P.
The principal business address of OpCap Advisors, Oppenheimer Capital, OCC
Distributors and their affiliates is Oppenheimer Tower, 200 Liberty Street,
One World Financial Center, New York, New York 10281. The principal business
address of OpCap Advisors would not change following the Acquisition. Joseph
La Motta is Chairman of Oppenheimer Capital and OpCap Advisors. George Long is
President of Oppenheimer Capital and Bernard H. Garil is President of OpCap
Advisors.
4
<PAGE>
The officers of the Fund who are officers or employees of OpCap Advisors or
its affiliate, Oppenheimer Capital, are as follows:
<TABLE>
<CAPTION>
NAME POSITION WITH FUND
---- ------------------
<S> <C>
Joseph M. La Motta President and Chairman of the Board of Directors
Everett Alcenat Vice President
Robert J. Bluestone Vice President
Susan A. Murphy Vice President
Bernard H. Garil Vice President
John Giusio Vice President
Benjamin Gutstein Vice President and Portfolio Manager
Matthew Greenwald Vice President and Portfolio Manager
Deborah Kaback Secretary
Thomas Duggan Assistant Secretary
Maria Camacho Assistant Secretary
Richard L. Peteka Assistant Treasurer
Sheldon M. Siegel Treasurer
</TABLE>
Both Messrs. La Motta and Siegel hold a general partnership interest in Oppen-
heimer & Co., L.P. Mr. Bluestone, Mr. Duggan, Mr. Garil and Ms. Murphy hold
limited partnership interests in Oppenheimer & Co., L.P.
Attached to this Proxy Statement as Exhibit B is a list of other funds advised
or subadvised by OpCap Advisors that have similar investment objectives to
those of the Portfolios, their net assets and the rate of the advisory fee
paid to OpCap Advisors.
INFORMATION CONCERNING THE PIMCO PARTIES. PIMCO Advisors, with approximately
$110 billion in assets under management as of December 31, 1996, is one of the
largest publicly traded money management firms in the United States. PIMCO Ad-
visors' address is 800 Newport Center Drive, Suite 100, Newport Beach, Cali-
fornia 92660.
PIMCO Partners, G.P. ("PIMCO GP") owns approximately 42.83% and 66.37% respec-
tively (and will at the closing of the Acquisition own a majority of the vot-
ing stock of TAG, which owns approximately 14.94% and 25.06%, respectively),
of the total outstanding Class A and Class B units of limited partnership in-
terest ("Units") of PIMCO Advisors and is PIMCO Advisors' sole general part-
ner. PIMCO GP is a California general partnership with two general partners.
The first of these is an indirect wholly-owned subsidiary of Pacific Mutual
Life Insurance Company ("Pacific Mutual").
PIMCO Partners L.L.C. ("PPLLC"), a California limited liability company, is
the second, and managing general partner of PIMCO GP. PPLLC's members are the
Managing Directors (the "PIMCO Managers") of Pacific Investment Management
5
<PAGE>
Company, a subsidiary of PIMCO Advisors (the "PIMCO Subpartnership"). The PIMCO
Managers are: William H. Gross, Dean S. Meiling, James F. Muzzy, William F.
Podlich, III, Frank B. Rabinovitch, Brent R. Harris, John L. Hague, Williams S.
Thompson Jr., William C. Powers, David H. Edington, Benjamin Trosky, William R.
Benz, II and Lee R. Thomas, III.
PIMCO Advisors is governed by an Operating Board and an Equity Board. Gover-
nance matters are allocated generally to the Operating Board and the Operating
Board delegates to the Operating Committee the authority to manage day-to-day
operations of PIMCO Advisors. The Operating Board is composed of twelve mem-
bers, including the chief executive officer of the PIMCO Subpartnership as
Chairman and six PIMCO Managers designated by the PIMCO Subpartnership.
The authority of PIMCO Advisors' Operating Board and Operating Committee to
take certain specified actions is subject to the approval of PIMCO Advisors'
Equity Board. Equity Board approval is required for certain major transactions
(e.g., issuance of additional PIMCO Advisors' Units and appointment of PIMCO
Advisors' chief executive officer). In addition, the Equity Board has jurisdic-
tion over matters such as actions which would have a material effect upon PIMCO
Advisors' business taken as a whole and (after an appeal from an Operating
Board decision) matters likely to have a material adverse economic effect on
any subpartnership of PIMCO Advisors. The Equity Board is composed of twelve
members, including the chief executive officer of PIMCO Advisors, three members
designated by a subsidiary of Pacific Mutual, the chairman of the Operating
Board and two members designated by PPLLC.
Because of its power to appoint (directly or indirectly) seven of the twelve
members of the Operating Board as described above, the PIMCO Subpartnership may
be deemed to control PIMCO Advisors. Because of direct or indirect power to ap-
point 25% of the members of the Equity Board, (i) Pacific Mutual and (ii) the
PIMCO Managers and/or the PIMCO Subpartnership may each be deemed, under appli-
cable provisions of the Investment Company Act, to control PIMCO Advisors. Pa-
cific Mutual, PIMCO Subpartnership and the PIMCO Managers disclaim such con-
trol.
THE ACQUISITION
On February 13, 1997, the PIMCO Parties entered into the Merger Agreement with
Oppenheimer pursuant to which the PIMCO Parties will acquire, among other in-
terests, the one-third managing general partner interest in Oppenheimer Capi-
tal, the 1.0% general partnership interest in OpCap Advisors, and the 1.0% gen-
eral partner interest in Oppenheimer Capital L.P. and OGI will be merged with
and into TAG. The aggregate purchase price is approximately $265 million in-
cluding the issuance of convertible preferred stock of TAG and assumption of
certain indebtedness. The amount of TAG preferred stock comprising the purchase
price is subject to reduction in certain circumstances. The Acquisition is sub-
ject to certain conditions being
6
<PAGE>
satisfied prior to closing, including consents from certain lenders, approvals
from regulatory authorities (including a favorable tax ruling from the Inter-
nal Revenue Service) and consents of certain clients. In addition, the Acqui-
sition is conditioned on the approval by the shareholders of the Fund of the
New Agreement.
If for any reason the Acquisition is not consummated, the Existing Agreement
will remain in effect according to its terms.
It is a condition to the consummation of the Acquisition that Joseph La Motta,
as Chairman of the Board and President of the Fund, shall have executed an
agreement with PIMCO Advisors agreeing to resign from the Board of Directors
of the Fund at the request of TAG and Oppenheimer & Co., Inc. However, TAG has
advised the Board of Directors of the Fund that it does not currently intend
to request Mr. La Motta to resign as a Director. It is a further condition to
the consummation of the Acquisition that the Board of Directors of the Fund
elect those persons designated to hold such titles as officers with the Fund
as may be determined by TAG. Oppenheimer has agreed, in connection with the
Acquisition, that it shall use the Fund as its sole sweep vehicle for cash
balances of customers of certain of Oppenheimer's registered representatives,
for a period of five years after the closing of the Acquisition (subject to
earlier termination under certain circumstances).
Effects of the Acquisition. Upon consummation of the Acquisition, Oppenheimer
Capital and OpCap Advisors will be controlled by PIMCO Advisors. PIMCO Advi-
sors has advised OGI that it anticipates that the senior portfolio management
team of Oppenheimer Capital will continue in their present capacities; that
the eligibility of OpCap Advisors to serve as an investment adviser or
subadviser will not be affected by the Acquisition; and that Oppenheimer Capi-
tal and OpCap Advisors will be able to continue to provide advisory and man-
agement services with no material changes in operating conditions. PIMCO Advi-
sors has further advised OGI and the Board of Directors that it currently an-
ticipates that the Acquisition will not affect the ability of Oppenheimer Cap-
ital and OpCap Advisors to fulfill their obligations under their investment
advisory or subadvisory agreements.
SECTION 15(F) OF THE INVESTMENT COMPANY ACT
Section 15(f) of the Investment Company Act is available to Oppenheimer in
connection with the PIMCO Parties' acquisition of a controlling interest in
Oppenheimer Capital and its subsidiary OpCap Advisors. Section 15(f) provides
in substance that when a sale of a controlling interest in an investment ad-
viser occurs, the investment adviser or any of its affiliated persons may re-
ceive any amount or benefit in connection therewith as long as two conditions
are satisfied. First, an "unfair burden" must not be imposed on the investment
company as a result of the transaction relating to
7
<PAGE>
the sale of such interest, or any express or implied terms, conditions or un-
derstandings applicable thereto. The term "unfair burden" (as defined in the
Investment Company Act) includes any arrangement during the two-year period
after the transaction whereby the investment adviser (or predecessor or suc-
cessor adviser), or any "interested person" (as defined in the Investment Com-
pany Act) of any such adviser, receives or is entitled to receive any compen-
sation, directly or indirectly, from the investment company or its security
holders (other than fees for bona fide investment advisory or other services)
or from any person in connection with the purchase or sale of securities or
other property to, from or on behalf of the investment company. The Fund's
Board of Directors is aware of no circumstances arising from the Acquisition
that might result in an unfair burden being imposed on the Fund. Moreover, the
PIMCO Parties have agreed with Oppenheimer that they will use commercially
reasonable efforts to insure that no unfair burden will be imposed on the Fund
by or as a result of the Acquisition during such two-year period. The second
condition of Section 15(f) is that during the three-year period following the
consummation of a transaction, at least 75% of the investment company's board
of directors must not be "interested persons" of the investment adviser or
predecessor adviser. The Fund's compliance with or exemption from such 75%
disinterested board requirement is a condition to consummation of the Acquisi-
tion, and the PIMCO Parties have entered into related agreements with Oppen-
heimer with respect to such requirement during such three-year period. The
composition of the Board of Directors is presently in compliance with the 75%
requirement and will continue to be so if the Acquisition is consummated.
EXISTING AND NEW AGREEMENT
The Existing Agreement and the New Agreement are substantially identical. The
following description of the New Agreement is qualified in its entirety by
reference to the form of the New Agreement attached hereto as Exhibit A.
SERVICES TO BE PERFORMED
Under both the Existing and New Agreements, OpCap Advisors is required to: (i)
regularly provide investment advice and recommendations to each Portfolio of
the Fund with respect to its investments, investment policies and the purchase
and sale of securities; (ii) supervise continuously and determine the securi-
ties to be purchased or sold by the Fund and the portion, if any, of the as-
sets of each Portfolio of the Fund to be held uninvested; and (iii) arrange
for the purchase of securities and other investments by each Portfolio of the
Fund and the sale of securities and other investments held by each Portfolio
of the Fund.
The Existing and New Agreements also require OpCap Advisors to provide admin-
istrative services for the Fund, including (i) coordination of the functions
of accountants, counsel and other parties performing services for the Fund and
(ii) prepara-
8
<PAGE>
tion and filing reports required by federal securities laws, shareholder re-
ports and proxy materials.
FEES AND EXPENSES
The fees payable to OpCap Advisors under the New Agreement will be at the same
rate as the fees payable under the Existing Agreement. Under the Existing
Agreement, each Portfolio of the Fund pays OpCap Advisors at the annual rate
of .50% of the first $100 million of average net assets, .45% on the next $200
million of average net assets and .40% of assets in excess of $300 million.
Under the Existing and New Agreement, expenses not expressly assumed by OpCap
Advisors or by OCC Distributors, the Fund's principal underwriter, are paid by
the Fund. The Agreement lists examples of expenses paid by the Fund, of which
the major categories relate to interest, taxes, fees to non-interested trust-
ees, legal and audit expenses, custodian and transfer agent expenses, stock
issuance costs, certain printing and registration costs, and non-recurring ex-
penses including litigation.
Under the Existing and New Agreement, OpCap Advisors will waive its management
fee and reimburse expenses so that the total operating expenses (net of any
expense offsets and excluding the amount of any interest, taxes, brokerage
commissions and extraordinary expenses) of each Portfolio of the Fund do not
exceed 1.00% of its respective average daily net assets.
For the fiscal year ended November 30, 1996, the total advisory fee paid by
the Primary Portfolio was $6,981,092 and the total advisory fees accrued or
paid by the Government, General Municipal, California Municipal and New York
Municipal Portfolios were $520,106, $638,004, $309,904 and $313,061 of which
$258, $1,744, $71,394 and $7,866, respectively, was waived by OpCap Advisors.
The Fund may pay certain broker-dealers, including Opco or other financial in-
termediaries whose customers are Fund shareholders for performing shareholder
servicing functions, such as opening new shareholder accounts, processing pur-
chase and redemption transactions and responding to inquiries regarding the
Portfolios' current yields and the status of shareholder accounts. The Fund
may pay for the electronic communications equipment maintained at the broker-
dealers' offices that permits access to the Fund's computer files and, in ad-
dition, reimburses the broker-dealers at cost for personnel expenses involved
in providing these services. All such payments and reimbursements must be ap-
proved in advance by the Fund's Board of Directors. Currently, any such pay-
ments to Opco are capped at 2 basis points of average daily net assets of
Opco's customers. The following amounts were paid to Opco as reimbursement for
shareholder services: for the fiscal year ended November 30, 1996--$323,317,
$18,497, $24,536, $12,352 and $9,212, respectively, by the Primary, Govern-
ment, General Municipal, California Municipal and New York Municipal Portfo-
lios.
9
<PAGE>
The Fund also may pay certain broker-dealers including Opco, for performing
certain administrative services for accounts in the Fund including providing
beneficial owners with statements showing their positions in the Fund, posting
dividend payments to beneficial owners' accounts and providing shareholder in-
formation to enable the Fund to mail prospectuses, annual and semi-annual re-
ports to beneficial owners. Such payments are limited to 5 basis points of av-
erage daily net assets of each broker-dealer's customers. Opco also is paid an
annual fee of $9.25 per shareholder account for performing recordkeeping.
LIMITATION OF LIABILITY. The New Agreement provides that in the absence of
willful misfeasance, bad faith, gross negligence or reckless disregard of its
duties or obligations, OpCap Advisors shall not be liable to the Fund for any
act or omission in the course of or connected with rendering services under
the New Agreement or for any losses that may be sustained in the purchase,
holding or sale of any security. This provision is identical to the provision
on limitation of liability in the Existing Agreement.
TERMINATION. The termination provisions of the New Agreement and the Existing
Agreement are identical. The New Agreement may be terminated by the Fund at
any time without penalty upon 60 days' written notice to OpCap Advisors and
may be terminated by OpCap Advisors at any time without penalty upon 90 days'
written notice to the Fund. Termination by the Fund must be approved by the
vote of a majority of the Directors or by vote of a majority of the outstand-
ing shares of the Fund. The New Agreement will terminate in the event of an
"assignment," as required by the Investment Company Act.
EVALUATION BY THE BOARD OF DIRECTORS. The Board of Directors has determined
that continuity and efficiency of portfolio management services after the Ac-
quisition can best be assured by approving the New Agreement. The Board be-
lieves that the New Agreement will enable the Fund to continue to obtain advi-
sory services of high quality at costs which it deems appropriate and reason-
able and that approval of the New Agreement is in the best interests of the
Fund and its shareholders.
In evaluating the New Agreement, the Board of Directors requested and re-
viewed, with the assistance of independent legal counsel, materials furnished
by OpCap Advisors and PIMCO Advisors. These materials included financial
statements as well as other written information regarding PIMCO Advisors and
its personnel, operations, and financial condition. The Board also reviewed
information about OpCap Advisors, including its brokerage policies described
above. Consideration was given to comparative performance and cost information
concerning other mutual funds with similar investment objectives, including
information prepared by Lipper Analytical Services, Inc. The Board of Direc-
tors also reviewed and discussed the terms and provisions of the New Agreement
and compared it to the Existing Agreement as well as the arrangements of other
mutual funds, particularly with respect to the allocation of various types of
expenses, levels of fees and resulting expense ratios.
10
<PAGE>
The Board evaluated the nature and extent of services provided by other in-
vestment advisers to their respective funds and also considered the benefits
OpCap Advisors would obtain from its relationship with the Fund and the econo-
mies of scale in costs and expenses to OpCap Advisors associated with its pro-
viding such services. The Board also met with representatives of PIMCO Advi-
sors to discuss their current intentions with respect to Oppenheimer Capital
and OpCap Advisors.
The Board considered, with its counsel, (i) the quality of the operations and
service which have been provided to the Fund by OpCap Advisors and which are
expected to continue to be provided after the Acquisition, with no change in
fee rates, (ii) the overall experience and reputation of OpCap Advisors in
providing such services to investment companies, and the likelihood of its
continued financial stability, (iii) the capitalization of PIMCO Advisors,
(iv) the aspects of the Acquisition that would affect the ability of OpCap Ad-
visors to retain and attract qualified personnel and (v) the benefits of con-
tinuity in the services to be provided under the New Agreement. Based upon its
review, the Board of Directors concluded that the terms of the New Agreement
are reasonable, fair and in the best interests of the Fund and its sharehold-
ers, and that the fees provided therein are fair and reasonable in light of
the usual and customary charges made by others for services of the same nature
and quality. Accordingly, the Board concluded that continuing to retain OpCap
Advisors as investment manager to the Fund after the Acquisition is desirable
and in the best interests of the Fund and its shareholders. Based on these and
other considerations, the Board unanimously recommended approval of the New
Agreement and its submission to shareholders for their approval. The New
Agreement will become effective on the date that the Acquisition is consum-
mated or the date shareholders approve the New Agreement, whichever occurs
later. The New Agreement will continue in effect until two years from its ef-
fective date, and thereafter for successive annual periods as long as such
continuance is approved in accordance with the Investment Company Act. If the
Acquisition is not consummated, the Existing Agreement will remain in effect
according to its terms.
VOTE REQUIRED. As provided under the Investment Company Act, approval of the
New Agreement will require the vote of a majority of the outstanding voting
securities of each Portfolio of the Fund. Under the Investment Company Act,
the vote of a "majority of the outstanding voting securities" of an investment
company (or a series thereof) means the vote, at a duly-called annual or spe-
cial meeting of shareholders, of 67% or more of the shares present at such
meeting, if the holders of more than 50% of the outstanding shares of such
company or series are present or represented by proxy, or of more than 50% of
the total outstanding shares of such company or series, whichever is less.
THE DIRECTORS, INCLUDING THE DIRECTORS WHO ARE NOT INTERESTED PERSONS OF THE
FUND, OPCAP ADVISORS, PIMCO ADVISORS OR THEIR AFFILIATES, UNANIMOUSLY RECOM-
MEND THAT THE SHAREHOLDERS OF EACH PORTFOLIO
11
<PAGE>
OF THE FUND VOTE TO APPROVE THE NEW AGREEMENT BETWEEN THE FUND AND OPCAP ADVI-
SORS.
RECEIPT OF SHAREHOLDERS PROPOSALS, QUORUM AND VOTING
Under the proxy rules of the SEC, shareholder proposals meeting tests con-
tained in those rules may, under certain conditions, be included in the Fund's
proxy statement and proxy for a particular annual meeting. Those rules require
that at the time the shareholder submits the proposal the shareholder be a
record or beneficial owner of at least 1% or $1,000 in market value of securi-
ties entitled to be voted on the proposal and have held such securities for a
least one year prior thereto, and continue to hold such shares through the
date on which such meeting is held. Another of these conditions relates to the
timely receipt by the Fund of any such proposal. Under these rules, proposals
submitted for inclusion in the Fund's proxy material for the next annual met-
ing after the meeting to which this proxy statement relates must be received
by the Fund not less than 120 days before the first anniversary of the date
stated on the first page of this Proxy Statement relating to the first mailing
of this Proxy Statement. The date for such submission could change, depending
on the scheduled date for the next annual meeting.
The fact that the Fund receives a shareholder proposal in timely manner does
not insure its inclusion in its proxy material, since there are other require-
ments in the proxy rules relating to such inclusion.
Shareholders should be aware that under the law of the state in which the Fund
is established, Maryland, annual meetings of shareholders are not required as
long as there is no particular requirement under the Investment Company Act
which must be met by convening such a shareholder's meeting. As it is the in-
tention of the Board of Directors not to hold annual shareholder meetings in
the future unless required to do so under the Investment Company Act, there
can be no assurance that shareholder proposals validly submitted to the Fund
will be acted upon at a regularly scheduled annual shareholders' meeting.
Shares represented in person or by proxy (including shares which abstain or do
not vote with respect to the Proposal presented for shareholder approval in-
cluding "broker nonvotes") will be counted for purposes of determining whether
a quorum is present at the Meeting. Abstensions will be treated as shares that
are present and entitled to vote for purposes of determining the number of
shares that are present and entitled to vote with respect to the Proposal, but
will not be counted as a vote in favor of the Proposal. Accordingly, an ab-
stention from voting on a legal effect as a vote against the Proposal. "Broker
non-votes" exist where a proxy received from a broker indicates that the bro-
ker does not have discretionary authority to vote the shares on that matter.
12
<PAGE>
INDEPENDENT AUDITORS
Price Waterhouse LLP are the independent auditors of the Fund. A representa-
tive of the firm is not expected to be present at the Meeting.
MAILING OF ANNUAL REPORT
The Fund will furnish, without charge, a copy of its Annual Report for the
year ended November 30, 1996 to a shareholder upon request. Such request
should be made to Bernard H. Garil, OpCap Advisors, One World Financial Cen-
ter, New York, NY 10281, or by calling 1-800-600-5487. The report will be sent
by first class mail within three business days of the request.
OTHER BUSINESS
The Fund's management knows of no business other than the matter specified
above which will be presented at the Meeting. Inasmuch as matters not known at
the time of the solicitation may come before the Meeting, the proxy as solic-
ited confers discretionary authority with respect to such matters as may prop-
erly come before the Meeting and it is the intention of the person named in
the proxy to vote in accordance with their judgment on such matters.
By Order of the Board of
Directors
Deborah Kaback
Secretary
13
<PAGE>
OCC CASH RESERVES, INC.
PROXY SOLICITED ON BEHALF OF MANAGEMENT
FOR SPECIAL SHAREHOLDERS MEETING _______________, 1997
The undersigned shareholder of OCC CASH RESERVES, Inc. does hereby appoint
Thomas E. Duggan and Maria Camacho and each of them, as the attorneys and
proxies of the undersigned, with full power of substitution, to attend the
Special Meeting of Shareholders of OCC Cash Reserves, Inc. to be held on
_______________, 1997 at the offices of Oppenheimer & Co., Inc., 40th Floor, One
World Financial Center at ____ p.m. New York time and at all adjournments
thereof, to vote the number of shares of stock in the name of the undersigned on
the record date for said meeting on the matters specified in the proxy
statement. As to any other matter, said attorneys shall vote in accordance with
their best judgment.
Management recommends a vote FOR the proposal on the reverse side hereof. The
shares represented hereby will be voted as indicated or FOR if no choice is
indicated.
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE.
Please sign this proxy exactly as your name appears on the books of the Fund.
Joint owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_________________________________ _______________________________
_________________________________ _______________________________
_________________________________ _______________________________
<PAGE>
OCC CASH RESERVES, INC.
OCC CASH RESERVES, INC. PROXY VOTING MAIL-IN-STUB
RECORD DATE SHARES
NOTE: PLEASE SIGN EXACTLY AS YOU NAME(S) PROPOSAL
APPEARS HEREON. WHEN SIGNING AS 1) [ ]FOR [ ]AGAINST [ ]ABSTAIN
CUSTODIAN, ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE, GUARDIAN,
ETC., PLEASE GIVE YOUR FULL TITLE AS SUCH.
Joint owners should each sign this Proxy.
DATED: __________________________,19__
______________________________________
______________________________________
_________
Signature(s) of Shareholder(s)
<PAGE>
EXHIBIT A
ADVISORY AGREEMENT
AGREEMENT made as of the day of , 1997 by and between OCC CASH RE-
SERVES, INC., a Maryland corporation (the "Fund") and OPCAP ADVISORS, a Dela-
ware general partnership (the "Advisor").
WHEREAS, the Fund is an open-end investment company registered with the Secu-
rities and Exchange Commission (the "SEC") pursuant to the Investment Company
Act of 1940 (the "1940 Act");
WHEREAS, the Fund is organized in series form and each of the Primary, Govern-
ment, General Municipal, California Municipal and New York Municipal Portfo-
lios is a separately capitalized series ("Portfolio") of shares of common
stock to be issued by the Fund ("Shares") pursuant to the Fund's registration
statement;
NOW, THEREFORE, in consideration of the mutual promises and covenants herein-
after set forth, the Fund and the Advisor agree as follows:
1. General Provisions
The Fund hereby employs the Advisor and the Advisor hereby undertakes to act
as the investment advisor of the Fund in connection with and for the benefit
of each Portfolio, including any Portfolio hereafter created, and to perform
for the Fund such other duties and functions in connection with each Portfolio
for the period and on such terms as are set forth in this Agreement. The Advi-
sor shall in all matters give to the Fund and its Board of Directors (the "Di-
rectors") the benefit of its best judgment, effort, advice and recommendations
and shall at all times conform to and use its best efforts to enable the Fund
to conform to:
(a) The provisions of the 1940 Act and any rules or regulations promul-
gated thereunder;
(b) Any other applicable provisions of state or federal law;
(c) The provisions of the Articles of Incorporation and By-Laws of the
Fund as amended from time to time;
(d) The policies and determinations of the Directors;
(e) The investment objectives, policies and investment restrictions of
each Portfolio as reflected in the registration statement of the Fund
under the 1940 Act or as such objectives, policies and restrictions
may from time to time be amended; and
(f) The prospectus, if any, relating to each Portfolio in effect from time
to time.
A-1
<PAGE>
The appropriate officers and employees of the Advisor shall be available upon
reasonable notice for consultation with any of the Directors or officers with
respect to any matters dealing with the Fund's business affairs, including the
valuation of any securities held by the Fund for the benefit of any of its
Portfolios that are either not registered for public sale or not being traded
on any securities market.
2. Investment Management
(a) The Advisor shall, subject to the direction and control by the Directors,
separately with respect to each Portfolio: (i) Regularly provide investment
advice and recommendations to the Fund with respect to investments, investment
policies and the purchase and sale of securities and other investments; (ii)
Supervise continuously and determine the securities and other investments to
be purchased or sold by the Fund and the portion, if any, of the Fund's assets
to be held uninvested; and (iii) Arrange for the purchase and sale of securi-
ties and other investments by the Fund.
(b) The Advisor may obtain investment information, research or assistance from
any other person, firm or corporation to supplement, update or otherwise im-
prove its investment management services, including entering into subadvisory
agreements with other affiliated or unaffiliated registered investment advi-
sors in order to obtain specialized services, provided, however, that the Fund
shall not be required to pay any compensation other than as provided by the
terms of this Agreement and subject to the provisions of Section 5 hereof.
(c) So long as the Advisor shall have acted with due care and in good faith,
the Advisor shall not be liable to the Fund or its shareholders for any error
in judgment, mistake of law or any other act or omission in the course of or
connected with rendering services hereunder, including without limitation any
losses which may be sustained by the Fund or its shareholders as a result of
the purchase, retention, redemption or sale of any security or other invest-
ment by the Fund irrespective of whether the determinations of the Advisor
relative thereto shall have been based, in whole or in part, upon the investi-
gation, research or recommendation of any other individual, firm or corpora-
tion believed by the Advisor to be reliable. Nothing contained herein, howev-
er, shall be construed to protect the Advisor against any liability to the
Fund or its shareholders arising out of the Advisor's willful misfeasance, bad
faith or gross negligence in the performance of its duties, or reckless disre-
gard of its obligations and duties under this Agreement.
(d) Nothing in this Agreement shall prevent the Advisor, any parent, subsidi-
ary or affiliate, or any director or officer thereof, from acting as invest-
ment advisor for any other person, firm or corporation and shall not in any
way limit or restrict the Advisor or any of its directors, officers, stock-
holders or employees from buying, selling or trading any securities or commod-
ities for its or their own account or for the accounts of others for whom it
or they may be acting, if such activities will not adversely affect
A-2
<PAGE>
or otherwise impair the performance by the Advisor of its duties and obliga-
tions under this Agreement.
3. Other Duties of the Advisor
The Advisor shall provide and supervise all administrative and clerical activ-
ities undertaken for the benefit of each Portfolio of the Fund and shall pro-
vide effective corporate administration for the Fund, including (1) the over-
seeing of accountants, legal counsel, custodians, transfer agents, shareholder
servicing agents and other parties performing services for the Fund, (2) the
preparation and filing of such reports related to the Fund or to any Portfolio
as shall be required by federal securities laws and by various state "blue
sky" laws, (3) the composition of periodic reports with respect to the opera-
tions of each Portfolio for distribution to shareholders, (4) composition of
proxy materials for and the organization of meetings of the shareholders of
each Portfolio as required under applicable laws, and (5) continuous distribu-
tion and redemption of the shares of each Portfolio and the continuous servic-
ing of shareholders of the Fund both directly and through appropriate interme-
diaries.
The Advisor's duties under this Agreement will include preparation and mainte-
nance of separate books, records and other documents for each Portfolio, as
follows: (1) journals containing daily itemized records of all purchases and
sales and receipts and deliveries of securities, all receipts and disburse-
ments of cash and all other debits and credits, in the form required by Rule
31a-1(b)(1) under the 1940 Act; (2) general and auxiliary ledgers reflecting
all asset, liability, reserve, capital, income and expense accounts, in the
form required by Rules 31a-1(b)(2)(i) and (ii) under the 1940 Act; (3) a secu-
rities record or ledger reflecting separately for each portfolio security as
of the trade date all "long" and "short" positions, if any, carried by the
Fund for the account of such Portfolio and showing the location of all such
securities long and the offsetting position to all such securities short, in
the form required by Rule 31a-1(b)(3) under the 1940 Act; (4) a record of all
purchases or sales of portfolio assets, in the form required by Rule 31a-
1(b)(6) under the 1940 Act; and (5) a record of the proof of money balances in
all ledger accounts maintained pursuant to this Agreement, in the form re-
quired by Rule 31a-1(b)(8) under the 1940 Act. The foregoing books and records
shall be maintained by the Advisor in accordance with and for the time periods
specified by applicable rules and regulations, including Rule 31a-2 under the
1940 Act. All such books and records shall be the property of the Fund and
upon request therefor the Advisor shall surrender to the Fund such of the
books and records as are requested.
4. Allocation of Expenses
All expenses shall be paid by the Fund, allocated as appropriate to each Port-
folio, including but not limited to:
(a) the fee of the Advisor;
A-3
<PAGE>
(b) interest expense, taxes and governmental fees;
(c)brokerage commissions (if any) and other expenses incurred in acquiring
or disposing of the Fund's portfolio securities and other investments;
(d)insurance premiums for fidelity and other coverage requisite to the
Fund's operations;
(e)fees of the Directors who are not interested persons of the Fund, out-
of-pocket travel expenses for all Directors and other expenses incurred by
the Fund in connection with Directors' meetings;
(f)outside legal, accounting and audit expenses;
(g) custodian and dividend disbursing fees;
(h)transfer agent fees and other shareholder servicing expenses;
(i)expenses in connection with the issuance, offering, sale or underwrit-
ing of securities issued by the Fund, including preparation of stock cer-
tificates;
(j)fees and expenses incident to the registration or qualification of the
Fund's shares for sale with the SEC and in various states and foreign ju-
risdictions;
(k)expenses of printing and mailing reports, notices and proxy material to
the shareholders of each Portfolio;
(l)all other expenses incidental to holding meetings of the shareholders
of each Portfolio including fees and expenses of proxy solicitation;
(m)expenses of organizing the Fund and trade association dues and fees;
(n)such extraordinary non-recurring expenses as may arise, including liti-
gation affecting the Fund and the obligation the Fund may have to indem-
nify its officers and Directors with respect thereto; and
(o)expenses incident to servicing Fund shareholders by broker-dealers (in-
cluding Oppenheimer & Co., Inc., an affiliate of the Advisor), banks and
other organizations and individuals.
The Advisor, in return for its fee, will bear all costs and expenses incurred
in connection with its investment management services to the Fund. The Advisor
will also bear the expense of its business management and other management and
supervisory duties and functions assumed by it under this Agreement, but the
Fund itself will bear the costs of the services managed and supervised; e.g.,
the Advisor will arrange for and supervise, among other services, the provi-
sion of outside audit, custodian and transfer agency services to the Fund, but
the Fund will pay for each of these provided services.
The Advisor at its expense will provide persons satisfactory to the Directors
to perform the duties of officers of the Fund.
A-4
<PAGE>
5. Compensation of the Advisor
(a) The Fund agrees to pay the Advisor, and the Advisor agrees to accept as
full compensation for the performance of all its functions and duties to be
performed hereunder, a fee based on the total net assets of each Portfolio at
the end of each business day at an annual rate of .50% of the first $100 mil-
lion of average daily net assets, .45% of the next $200 million of average
daily net assets and .40% of average daily net assets in excess of $300 mil-
lion of each Portfolio. Determination of the net asset value of each Portfolio
will be made in accordance with the policies disclosed in the Fund's registra-
tion statement under the 1940 Act. The fee is payable as of the close of busi-
ness on the last day of each calendar month and shall be made on the following
business day. The payment due on such day shall be computed by (1) adding to-
gether the results of multiplying (i) the total net assets of each Portfolio
on each day of the month by (ii) the applicable daily fraction (based upon a
365-day year) of the annual advisory fee percentage rate for such Portfolio
and then (2) adding together the total monthly amounts computed for each Port-
folio.
(b) In the event that the operating expenses of the Fund exceed 1%, including
amounts payable to the Advisor pursuant to subsection (a) hereof, but exclud-
ing the amount of any interest, taxes, brokerage commissions and extraordinary
expenses (including but not limited to legal claims and liabilities and liti-
gation costs and any indemnification related thereto) paid or payable with re-
spect to a Portfolio for any fiscal year ending on a date during which this
Agreement is in effect, the Advisor will pay or refund for the account of that
Portfolio any such excess amount.
6. Duration
This Agreement will become effective with respect to each Portfolio of the
Fund upon approval by the Directors and by the shareholders of each Portfolio.
This Agreement will continue in effect for two years from the initial effec-
tive date and thereafter (unless sooner terminated in accordance with this
Agreement) for successive periods of twelve months so long as each continuance
shall be specifically approved at least annually with respect to each Portfo-
lio by the vote of (1) a majority of those Directors who are not parties to
this Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such approval and (2) a majority
of the Directors or a majority of the outstanding voting securities of the re-
spective Portfolio. Such vote will be deemed to have continued this Agreement
if it takes place within 60 days of the Anniversary date of this Agreement.
7. Termination
This agreement may be terminated with respect to one or more Portfolios (i) by
the Advisor at any time, without payment of any penalty, upon giving the Fund
ninety (90) days' written notice (which notice may be waived by the Fund); or
(ii) by the
A-5
<PAGE>
Fund at any time, without payment of any penalty, upon sixty (60) days' writ-
ten notice to the Advisor (which notice may be waived by the Advisor), pro-
vided that such termination by the Fund shall be directed or approved by the
vote of the majority of all of the Directors or by the vote of a majority of
the outstanding voting securities of the Portfolio with respect to which no-
tice of termination has been given to the Advisor.
8. Amendment or Assignment
This Agreement may be amended with respect to a Portfolio only if such amend-
ment is specifically approved by (i) the vote of the outstanding voting secu-
rities of such Portfolio and (ii) a majority of the Directors, including a ma-
jority of those Directors who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting called for the purpose
of voting on such approval, provided that this Agreement may be amended to add
a new series of Shares or delete an existing series of Shares without a vote
of the holders of Shares of any other Portfolio covered by this Agreement.
This Agreement shall automatically and immediately terminate in the event of
its assignment, as that term is defined in the 1940 Act and the rules thereun-
der.
9. Governing Law
This Agreement shall be interpreted in accordance with the laws of the State
of New York and the applicable provisions of the 1940 Act, other securities
laws, and the rules thereunder. To the extent that the applicable laws of the
State of New York, other securities laws or any of the provisions herein con-
flict with the applicable provisions of the 1940 Act, the latter shall con-
trol.
10. Severability
If any provisions of this Agreement shall be held or made unenforceable by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.
11. Definitions
As used in this Agreement, the terms "interested persons" and "vote of a ma-
jority of the outstanding voting securities" shall have the respective mean-
ings set forth in Sections 2(a)(19) and 2(a)(42) of the 1940 Act.
A-6
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
OCC Cash Reserves, Inc.
By:_______________________________________
Title:____________________________________
Attest:
OpCap Advisors
By:_______________________________________
Title:____________________________________
Attest:
A-7
<PAGE>
EXHIBIT B
The registered investment company listed below is managed by OpCap Advisors
and has a similar investment objective to the Primary Portfolio of the Fund:
<TABLE>
<CAPTION>
APPROXIMATE NET ASSETS
AS OF 4/28/97 ADVISORY FEE RATE
---------------------- ---------------------------
<S> <C> <C>
OCC Accumulation Trust
Money Market Portfolio $4,221,321 .40% of average net assets*
</TABLE>
*OpCap Advisors will waive its management fee and reimburse expenses so that
the total operating expenses (net of any expense offsets) and excluding the
amount of any interest, taxes, brokerage commissions and extraordinary ex-
penses) do not exceed 1.25% of the Portfolio's average daily net assets. Until
December 31, 1997, OpCap Advisors has agreed, on a voluntary basis, to waive
its management fee and reimburse expenses so that the total operating expenses
(net of any expense offsets and excluding the amount of any interest, taxes,
brokerage commissions and extraordinary expenses) do not exceed 1.00% of the
Portfolio's average daily net assets.
B-1
