<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 ACCUMULATION TRUST
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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>
, 1997
OCC ACCUMULATION TRUST
Dear Shareholder:
We are pleased to invite you to a meeting of shareholders of OCC Accumulation
Trust (the "Trust") 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 Trust. The Trust's meeting will
permit its shareholders to consider a new investment advisory agreement which
will be substantially identical to the existing agreement with the Trust, to
be in effect following such acquisition.
It is important to keep in mind that the PIMCO Parties are acquiring OpCap Ad-
visors, not the Trust. Your Trust shares and the advisory fees charged the
Trust will not change as a result of the transaction. Moreover, the PIMCO Par-
ties have advised the Trust's Board of Trustees that OpCap Advisors will con-
tinue, after the transaction, to provide the high-quality services to which
you've grown accustomed.
After careful consideration the Board of Trustees of the Trust, including its
independent trustees, approved the proposal relating to the Trust 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
voting instruction form 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 us at 1-800- to answer any questions regard-
ing the transaction or other matters.
Sincerely,
Joseph M. La Motta
Chairman of the Board and President of OCC Accumulation Trust
<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 Trust. The Trust 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 investment
advisory agreement with OpCap Advisors. Therefore, in order to ensure continu-
ity 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 TRUST SHAREHOLDER?
A.Your Trust shares and the fees charged the Trust's Portfolios will not
change as a result of the transaction. Moreover, the PIMCO Parties have ad-
vised the Trust's Board that OpCap Advisors will continue, after the transac-
tion, to provide the high-quality services to which you've grown accustomed.
Consequently, management of the Trust believes that the transaction will not
adversely affect the operations of the Trust.
Q.HOW DOES THE BOARD RECOMMEND THAT I VOTE?
A.After careful consideration, the Board of Trustees of the Trust, including
its independent trustees, recommends that shareholders vote "FOR" the propos-
al.
Q.WHOM DO I CALL IF I HAVE QUESTIONS?
A.Please feel free to call us at 1-800- to answer any questions re-
garding the transaction or other matters.
PLEASE VOTE
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
<PAGE>
OCC ACCUMULATION TRUST
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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 ACCUMULATION TRUST (the "Trust") 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 investment advisory agreement between the Trust
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 VOTING IN-
STRUCTION CARD. If you are present at the Meeting you may change your vote, if
desired, at that time.
By Order of the Board of Trustees,
Deborah Kaback
Secretary
, 1997
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YOUR VOTE IS IMPORTANT
PLEASE RETURN YOUR VOTING INSTRUCTION FORM PROMPTLY
CONTRACTHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE REQUESTED TO INDI-
CATE VOTING INSTRUCTIONS ON THE ENCLOSED VOTING INSTRUCTION FORM FOR EACH OF
THE PORTFOLIOS OF THE TRUST IN WHICH THEY OWN SHARES AND TO DATE, SIGN AND RE-
TURN IT IN THE ENVELOPE 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 ACCUMULATION TRUST
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OPPENHEIMER 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 Accumulation
Trust, a Massachusetts business trust (the "Trust"), in connection with the
solicitation by management of proxies 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 Voting In-
struction Form will first be mailed on or about , 1997.
The purpose of the Meeting is to permit shareholders of each Portfolio of the
Trust to consider a new investment advisory agreement to take effect upon con-
summation 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 Oppenheimer Capital, whose subsidiary, OpCap Advisors, serves as investment
adviser to the Trust. For a discussion of the Acquisition, see "The Acquisi-
tion" under Proposal 1 below. As required by the Investment Company Act of
1940, as amended (the "Investment Company Act"), consummation of the Acquisi-
tion will cause the automatic termination of the Trust's investment advisory
agreement with OpCap Advisors. Therefore, in order to ensure continuity in the
management of the Trust, shareholders of each Portfolio of the Trust are being
asked to approve a new advisory agreement.
Shares of beneficial interest ("Shares") of the Trust are presently sold to
life insurance companies ("Life Companies") for allocation to variable ac-
counts established by those Life Companies (collectively, the "Variable Ac-
counts") to provide benefits to contractholders ("Contractholders") of vari-
able annuity contracts and variable life insurance policies (collectively,
"Contracts") issued by those Life Companies.
<PAGE>
Instructions of Contractholders are being solicited for the approval or disap-
proval of the investment advisory agreement for the Portfolios of the Trust.
The Trust consists of six portfolios (the "Portfolios"), each of which is a
separate series of shares of beneficial interest: the Equity Portfolio, Small
Cap Portfolio, Managed Portfolio, Global Equity Portfolio, U.S. Government In-
come Portfolio, and Money Market Portfolio. Shares of the Portfolios will be
voted separately, with each Portfolio voting as a single class on the propos-
al. Each full share of the Portfolios outstanding is entitled to one vote and
each fractional share of the Portfolios outstanding is entitled to a propor-
tionate 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 voting instruction form, to date and sign the form, and to mail
the form promptly in the enclosed postage paid envelope, allowing sufficient
time for the form to be received before the Meeting. Abstentions will be
counted as shares that are present and entitled to vote for purposes of deter-
mining the presence of a quorum and will have the effect of a negative vote.
A quorum for the Meeting will consist of a majority of the shares of each of
the Portfolios issued and outstanding and entitled to vote, present in person
or represented by proxy. If, by the time scheduled for the Meeting, a quorum
is not present or if a quorum is present but sufficient voting instructions in
favor of the proposal described in this Proxy Statement are not received from
Contractholders, the persons named as proxies may propose one or more adjourn-
ments of the Meeting to permit further solicitation of voting instructions
from Contractholders. Any such adjournment will require the affirmative vote
of a majority of the shares of the Trust present in person or by proxy at the
session of the Meeting to be adjourned. The persons named as proxies will vote
in favor of any such adjournment if they determine that such adjournment and
additional solicitation are reasonable and in the interests of the Portfolios'
shareholders.
Voting instructions may be revoked at any time prior to the voting thereof by:
(i) written instructions addressed to the Secretary of the Trust at Oppen-
heimer Tower, One World Financial Center, New York, New York 10281; (ii) at-
tendance at the Meeting and voting in person or (iii) properly executing and
returning a new voting instruction form (if received in time to be voted).
Mere attendance at the Meeting will not revoke voting instructions.
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, the Life Companies, or their respective affiliates, personally or by
telephone or telegraph.
2
<PAGE>
PROPOSAL NO. 1
APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT BETWEEN
OPCAP ADVISORS AND THE TRUST
INTRODUCTION
OpCap Advisors serves as investment adviser to the Trust pursuant to an In-
vestment Advisory Agreement dated September 16, 1994 as amended May 1, 1996
(the "Existing Agreement"). The Existing Agreement was approved initially by
the Board of Trustees on May 26, 1994 and renewed most recently on November 4,
1996 and was approved initially by the Trust's sole shareholder on September
12, 1994. An Amendment to the Existing Agreement was approved by the Board of
Trustees on January 30, 1996 and by the shareholders of the Trust on April 15,
1996.
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 Trustees of the
Trust is proposing that its shareholders approve a new investment advisory
agreement between the Trust 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.
3
<PAGE>
The officers of the Trust who are officers or employees of OpCap Advisors or
its affiliate, Oppenheimer Capital, are as follows:
<TABLE>
<CAPTION>
NAME POSITION WITH TRUST
- ---- -------------------
<S> <C>
Joseph M. La Motta President and Chairman of the Board of Trustees
Robert J. Bluestone Vice President
Pierre Daviron Vice President and Portfolio Manager
Bernard H. Garil Vice President
Richard Glasebrook Vice President and Portfolio Manager
John Giusio Vice President
Gavin Albert Vice President and Portfolio Manager
Benjamin Gutstein Vice President and Portfolio Manager
Vikki Hanges Vice President and Portfolio Manager
Timothy Curro Vice President and Portfolio Manager
Timothy McCormack Vice President and Portfolio Manager
Eileen Rominger Vice President and Portfolio Manager
Deborah Kaback 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. Garil and Ms. Rominger 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
Manag-
4
<PAGE>
ing Directors (the "PIMCO Managers") of Pacific Investment Management 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 reduc-
5
<PAGE>
tion in certain circumstances. The Acquisition is subject to certain condi-
tions being satisfied prior to closing, including consents from certain lend-
ers, approvals from regulatory authorities (including a favorable tax ruling
from the Internal Revenue Service) and consents of certain clients. In addi-
tion, the Acquisition is conditioned on the approval by the shareholders of
the Trust 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 Trust, shall have executed an
agreement with PIMCO Advisors agreeing to resign from the Board of Trustees of
the Trust at the request of TAG in its sole discretion. However, TAG has ad-
vised the Board of Trustees of the Trust that it does not currently intend to
request Mr. La Motta to resign as a Trustee. It is a further condition to the
consummation of the Acquisition that the Board of Trustees of the Trust elect
those persons designated to hold such titles as officers with the Trust as may
be determined by TAG.
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 Trustees 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 the sale of such interest,
or any express or implied terms, conditions or understandings 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 successor adviser), or any
"interested person" (as defined in the Investment Company Act) of any such ad-
viser, receives or is entitled to receive any compensation, directly or indi-
rectly, from
6
<PAGE>
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 Trust's Board of Trustees is aware of no circum-
stances arising from the Acquisition that might result in an unfair burden be-
ing imposed on the Trust. Moreover, the PIMCO Parties have agreed with Oppen-
heimer that they will use commercially reasonable efforts to insure that no
unfair burden will be imposed on the Trust by or as a result of the Acquisi-
tion 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 "in-
terested persons" of the investment adviser or predecessor adviser. The
Trust's compliance with or exemption from such 75% disinterested board re-
quirement is a condition to consummation of the Acquisition, and the PIMCO
Parties have entered into related agreements with Oppenheimer with respect to
such requirement during such three-year period. The composition of the Board
of Trustees is presently in compliance with the 75% requirement and will con-
tinue 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 Trust with respect to its investments, investment policies and the pur-
chase and sale of securities; (ii) supervise continuously and determine the
securities to be purchased or sold by the Trust and the portion, if any, of
the assets of each Portfolio of the Trust to be held uninvested; and (iii) ar-
range for the purchase of securities and other investments by each Portfolio
of the Trust and the sale of securities and other investments held by each
Portfolio of the Trust.
The Existing and New Agreements also require OpCap Advisors to provide admin-
istrative services for the Trust, including (i) coordination of the functions
of accountants, counsel and other parties performing services for the Trust
and (ii) preparation and filing reports required by federal securities laws,
shareholder reports 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
Agree-
7
<PAGE>
ment, the Trust pays OpCap Advisors at the annual rate of .80% of the first
$400 million of average net assets, .75% on the next $400 million of average
net assets and .70% of assets in excess of $800 million with respect to the
Global Equity, Equity, Small Cap and Managed Portfolios. The rate applicable
to the U.S. Government Income Portfolio is .60% of average net assets and the
rate applicable to the Money Market Portfolio is .40% of average net assets.
Under the Existing and New Agreement, expenses not expressly assumed by OpCap
Advisors or by OCC Distributors, the Trust's principal underwriter, are paid
by the Trust. The Agreement lists examples of expenses paid by the Trust, of
which the major categories relate to interest, taxes, fees to non-interested
trustees, legal and audit expenses, custodian and transfer agent expenses,
stock issuance costs, certain printing and registration costs, and non-recur-
ring expenses 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 Trust do not
exceed 1.25% of its respective average daily net assets.
For the fiscal year ended December 31, 1996, the total advisory fees accrued
or paid by the Equity, Managed, Small Cap, Money Market, U.S. Government In-
come and Global Equity Portfolios to OpCap Advisors were $109,057, $972,381,
$165,735, $16,388, $14,797 and $71,811, respectively, of which $18,150,
$8,220, $17,823, $11,550, 14,797 and $37,689, was waived by OpCap Advisors. In
addition, OpCap Advisors reimbursed operating expenses of $19,305 for the U.S.
Government Income Portfolio.
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 Trust 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 Trust 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 Trust. Termination by the Trust must be approved by the
vote of a majority of the Trustees or by vote of a majority of the outstanding
shares of the Trust. The New Agreement will terminate in the event of an "as-
signment," as required by the Investment Company Act.
8
<PAGE>
PORTFOLIO TRANSACTIONS AND BROKERAGE
The New Agreement contains provisions relating to the selection of broker
dealers ("brokers") for the Trust's portfolio transactions. OpCap Advisors may
use such brokers as may, in its best judgment based on all relevant factors,
implement the policy of the Trust to achieve best execution of portfolio
transactions. While OpCap Advisors need not seek advance competitive bidding
or base its selection on posted rates, it is expected to be aware of the cur-
rent rates of most eligible brokers and to minimize the commissions paid to
the extent consistent with the interests and policies of the Trust as estab-
lished by the Board and the provisions of the New Agreement. The Existing
Agreement contains identical provisions.
Both the Existing and the New Agreement provide that, consistent with ob-
taining the best execution of the Trust's portfolio transactions, OpCap Advi-
sors, in the interest of the Trust may select brokers, other than affiliated
brokers, because they provide brokerage and/or research services to the Trust
and/or other accounts of OpCap Advisors. The commissions paid to such brokers
may be higher than another qualified broker would have charged if a good faith
determination is made by OpCap Advisors that the commissions are reasonable in
relation to the services provided, viewed either in terms of that transaction
or OpCap Advisors' overall responsibilities to all its accounts. No specific
dollar value need be put on the services, some of which may or may not be used
by OpCap Advisors for the benefit of the Trust or other of its advisory cli-
ents. To show that the determinations were made in good faith, OpCap Advisors
must be prepared to show that the amount of such commissions paid over a rep-
resentative period selected by the Board was reasonable in relation to the
benefits to the Trust. Both the Existing and the New Agreement recognize that
an affiliated broker-dealer may act as one of the regular brokers for the
Trust, provided that any commissions paid to such broker are calculated in ac-
cordance with procedures adopted by the Trust's Board under rules adopted by
the Securities and Exchange Commission.
For the fiscal year ended December 31, 1996, Oppenheimer & Co., Inc., an af-
filiated broker-dealer of the Trust, was paid a total of $5,743, $61,183,
$23,565 and $4,563 in brokerage commissions by the Equity, Managed, Small Cap
and Global Equity Portfolios of the Trust, which amounts were 40.7%, 57.1%,
44.5% and 11.1% of the respective Portfolio's total brokerage commissions dur-
ing the period.
EVALUATION BY THE BOARD OF TRUSTEES. The Board of Trustees has determined that
continuity and efficiency of portfolio management services after the Acquisi-
tion can best be assured by approving the New Agreement. The Board believes
that the New Agreement will enable the Trust to continue to obtain advisory
services of high quality at costs which it deems appropriate and reasonable
and that approval of the New Agreement is in the best interests of the Trust
and its shareholders.
In evaluating the New Agreement, the Board of Trustees requested and reviewed,
with the assistance of independent legal counsel, materials furnished by OpCap
9
<PAGE>
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. Considera-
tion 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 Trustees also re-
viewed and discussed the terms and provisions of the New Agreement and com-
pared it to the Existing Agreement as well as the arrangements of other mutual
funds, particularly with respect to the allocation of various types of ex-
penses, levels of fees and resulting expense ratios. The Board evaluated the
nature and extent of services provided by other investment advisers to their
respective funds and also considered the benefits OpCap Advisors would obtain
from its relationship with the Trust and the economies of scale in costs and
expenses to OpCap Advisors associated with its providing such services. The
Board also met with representatives of PIMCO Advisors 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 Trust 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 Trustees concluded that the terms of the New Agreement
are reasonable, fair and in the best interests of the Trust 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 Trust after the Acquisition is desirable
and in the best interests of the Trust 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 Trust. Under the Investment Company Act,
the vote of a
10
<PAGE>
"majority of the outstanding voting securities" of an investment company (or a
series thereof) means the vote, at a duly-called annual or special 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 out-
standing shares of such company or series, whichever is less.
THE TRUSTEES, INCLUDING THE TRUSTEES WHO ARE NOT INTERESTED PERSONS OF THE
TRUST, OPCAP ADVISORS, PIMCO ADVISORS OR THEIR AFFILIATES, UNANIMOUSLY RECOM-
MEND THAT THE SHAREHOLDERS OF EACH PORTFOLIO OF THE TRUST VOTE TO APPROVE THE
NEW AGREEMENT BETWEEN THE TRUST AND OPCAP ADVISORS.
ADDITIONAL INFORMATION
SHARE OWNERSHIP
As of , 1997 (the "Record Date"), the number of outstanding shares of
each of the Portfolios was as follows:
<TABLE>
<CAPTION>
SHARES
PORTFOLIO OUTSTANDING
--------- -----------
<S> <C>
Equity
Small Cap
Managed
Global Equity
U.S. Government Income
Money Market
Total
</TABLE>
As of the Record Date, the shares held and percentages of those shares to the
outstanding shares of each Portfolio held by the variable accounts of the Life
Companies and by Oppenheimer Capital, are set forth below:
11
<PAGE>
<TABLE>
<CAPTION>
SMALL CAP GLOBAL EQUITY MONEY MARKET
EQUITY PORTFOLIO PORTFOLIO MANAGED PORTFOLIO PORTFOLIO PORTFOLIO
------------------ ------------------ ------------------ ------------------ ------------------
RECORD OWNERS OF SHARES % SHARES % SHARES % SHARES % SHARES %
THE RECORD DATE OWNED OUTSTANDING OWNED OUTSTANDING OWNED OUTSTANDING OWNED OUTSTANDING OWNED OUTSTANDING
- ---------------- ------ ----------- ------ ----------- ------ ----------- ------ ----------- ------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
IL Annuity And
Insurance
Company
American
Enterprise Life
Insurance
Company
The Mutual Life
Insurance
Company Of New
York & The MONY
Life Insurance
Company of
America
Provident Mutual
Life Insurance
Company &
Providentmutual
Life and
Annuity Company
of America
Connecticut
General Life
Insurance
Company & CIGNA
Life Insurance
Company
Pruco Life
Insurance
Company
Providian Life
and Health
Insurance
Company
Oppenheimer
Capital
<CAPTION>
U.S. GOVERNMENT
INCOME PORTFOLIO
------------------
RECORD OWNERS OF SHARES %
THE RECORD DATE OWNED OUTSTANDING
- ---------------- ------ -----------
<S> <C> <C>
IL Annuity And
Insurance
Company
American
Enterprise Life
Insurance
Company
The Mutual Life
Insurance
Company Of New
York & The MONY
Life Insurance
Company of
America
Provident Mutual
Life Insurance
Company &
Providentmutual
Life and
Annuity Company
of America
Connecticut
General Life
Insurance
Company & CIGNA
Life Insurance
Company
Pruco Life
Insurance
Company
Providian Life
and Health
Insurance
Company
Oppenheimer
Capital
</TABLE>
12
<PAGE>
VOTING
The Trust is subject to special voting provisions. As of the Record Date, all
Life Companies will vote shares of the Portfolios allocated to subaccounts of
their respective Variable Accounts which correspond to these Portfolios based
on instructions received from the Contractholders of such Variable Account
having the voting interest in the corresponding number of shares of each of
these Portfolios held in such Variable Account. Shares for which no instruc-
tions are received in time to be voted will be voted by the record holder in
the same proportion as instructions which have been received in time to be
voted. If required by state insurance officials, a Variable Account may disre-
gard voting instructions in certain instances.
Subject to the foregoing, to the knowledge of the Trust, as of the Record
Date, no single person or "group" (as such term is used in Section 13(d) of
the Securities Exchange Act of 1934) had the power to direct the vote of more
than 5% of any of the outstanding shares of the Portfolios. As of the Record
Date, trustees and officers of the Trust as a group beneficially owned none of
the outstanding shares of these Portfolios.
RECEIPT OF SHAREHOLDERS PROPOSALS
Under the proxy rules of the SEC, shareholder proposals meeting tests con-
tained in those rules may, under certain conditions, be included in the
Trust'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
securities 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 Trust of any such proposal. Under these rules, pro-
posals submitted for inclusion in the Trust's proxy material for the next an-
nual meting after the meeting to which this proxy statement relates must be
received by the Trust 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 Trust 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
Trust is established, Massachusetts, 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 intention of the
13
<PAGE>
Board of Trustees 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 Trust will be acted upon
at a regularly scheduled annual shareholders' meeting.
INDEPENDENT AUDITORS
Price Waterhouse LLP are the independent auditors of the Trust. A representa-
tive of the firm is not expected to be present at the Meeting.
MAILING OF ANNUAL REPORT
The Trust will furnish, without charge, a copy of its Annual Report for the
year ended December 31, 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 Trust'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 Trustees
Deborah Kaback
Secretary
14
<PAGE>
[IDENTITY OF LIFE COMPANY
OWNING SHARES IN THIS PORTFOLIO]
We need your vote Before ____ __, 1997
Return the Voting Instruction Form in the
enclosed envelope or mail it to:
Proxy Tabulator
THANK YOU FOR YOUR TIME
OCC ACCUMULATION TRUST
EQUITY PORTFOLIO
VOTING INSTRUCTION FORM FOR SHAREHOLDERS MEETING _____ __, 1997
THE UNDERSIGNED 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 VOTE THE NUMBER OF SHARES OF BENEFICIAL INTEREST OF THE ABOVE
STATED PORTFOLIO OF OCC ACCUMULATION TRUST ("TRUST") AS TO WHICH THE
UNDERSIGNED IS ENTITLED TO GIVE INSTRUCTIONS AT THE SPECIAL MEETING OF
SHAREHOLDERS OF THE TRUST TO BE HELD ON _____ __, 1997 AT THE OFFICES OF
OPPENHEIMER & CO., INC., 40TH FLOOR, ONE WORLD FINANCIAL CENTER, NEW YORK, NY
10281 AT 10:00 A.M., NEW YORK TIME AND AT ANY ADJOURNMENT THEREOF AS FOLLOWS:
[CONTRACTHOLDER'S IDENTITY,
CONTRACTHOLDER'S ADDRESS]
DATED:............, 1997
(MONTH, DAY)
Please sign in box below
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR
HEREON. WHEN SIGNING AS CUSTODIAN, ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN, ETC.,
PLEASE GIVE YOUR FULL TITLE AS SUCH. JOINT OWNERS
SHOULD EACH SIGN THIS PROXY.
..........................
Signatures
<PAGE>
Please fold and detach card at perforation before mailing
................................................................................
MANAGEMENT RECOMMENDS A VOTE FOR THE PROPOSAL LISTED BELOW. THE SHARES
REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR IF NO CHOICE IS INDICATED,
PROXY SOLICITED ON BEHALF OF MANAGEMENT.
1. APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT BETWEEN THE TRUST AND OPCAP
ADVISORS, AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AND ATTACHED AS
EXHIBIT A THERETO.
/ / FOR / / AGAINST / / ABSTAIN
2. TO ACT UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR
ANY ADJOURNMENT THEREOF.
<PAGE>
[IDENTITY OF LIFE COMPANY
OWNING SHARES IN THIS PORTFOLIO]
We need your vote Before ____ __, 1997
Return the Voting Instruction Form in the
enclosed envelope or mail it to:
Proxy Tabulator
THANK YOU FOR YOUR TIME
OCC ACCUMULATION TRUST
U.S. GOVERNMENT INCOME PORTFOLIO
VOTING INSTRUCTION FORM FOR SHAREHOLDERS MEETING _____ __, 1997
THE UNDERSIGNED 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 VOTE THE NUMBER OF SHARES OF BENEFICIAL INTEREST OF THE ABOVE
STATED PORTFOLIO OF OCC ACCUMULATION TRUST ("TRUST") AS TO WHICH THE
UNDERSIGNED IS ENTITLED TO GIVE INSTRUCTIONS AT THE SPECIAL MEETING OF
SHAREHOLDERS OF THE TRUST TO BE HELD ON _____ __, 1997 AT THE OFFICES OF
OPPENHEIMER & CO., INC., 40TH FLOOR, ONE WORLD FINANCIAL CENTER, NEW YORK, NY
10281 AT 10:00 A.M., NEW YORK TIME AND AT ANY ADJOURNMENT THEREOF AS FOLLOWS:
[CONTRACTHOLDER'S IDENTITY,
CONTRACTHOLDER'S ADDRESS]
DATED:...............,1997
(MONTH, DAY)
Please sign in box below
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR
HEREON. WHEN SIGNING AS CUSTODIAN, ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN, ETC.,
PLEASE GIVE YOUR FULL TITLE AS SUCH. JOINT OWNERS
SHOULD EACH SIGN THIS PROXY.
.............................
Signatures
<PAGE>
Please fold and detach card at perforation before mailing
................................................................................
MANAGEMENT RECOMMENDS A VOTE FOR THE PROPOSAL LISTED BELOW. THE SHARES
REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR IF NO CHOICE IS INDICATED,
PROXY SOLICITED ON BEHALF OF MANAGEMENT.
1. APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT BETWEEN THE TRUST AND OPCAP
ADVISORS, AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AND ATTACHED AS
EXHIBIT A THERETO.
/ / FOR / / AGAINST / / ABSTAIN
2. TO ACT UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR
ANY ADJOURNMENT THEREOF.
<PAGE>
[IDENTITY OF LIFE COMPANY
OWNING SHARES IN THIS PORTFOLIO]
We need your vote Before ____ __, 1997
Return the Voting Instruction Form in the
enclosed envelope or mail it to:
Proxy Tabulator
THANK YOU FOR YOUR TIME
OCC ACCUMULATION TRUST
MANAGED PORTFOLIO
VOTING INSTRUCTION FORM FOR SHAREHOLDERS MEETING _____ __, 1997
THE UNDERSIGNED 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 VOTE THE NUMBER OF SHARES OF BENEFICIAL INTEREST OF THE ABOVE
STATED PORTFOLIO OF OCC ACCUMULATION TRUST ("TRUST") AS TO WHICH THE
UNDERSIGNED IS ENTITLED TO GIVE INSTRUCTIONS AT THE SPECIAL MEETING OF
SHAREHOLDERS OF THE TRUST TO BE HELD ON _____ __, 1997 AT THE OFFICES OF
OPPENHEIMER & CO., INC., 40TH FLOOR, ONE WORLD FINANCIAL CENTER, NEW YORK, NY
10281 AT 10:00 A.M., NEW YORK TIME AND AT ANY ADJOURNMENT THEREOF AS FOLLOWS:
[CONTRACTHOLDER'S IDENTITY,
CONTRACTHOLDER'S ADDRESS]
DATED:.............,1997
(MONTH, DAY)
Please sign in box below
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR
HEREON. WHEN SIGNING AS CUSTODIAN, ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN, ETC.,
PLEASE GIVE YOUR FULL TITLE AS SUCH. JOINT OWNERS
SHOULD EACH SIGN THIS PROXY.
.........................
Signatures
<PAGE>
Please fold and detach card at perforation before mailing
................................................................................
MANAGEMENT RECOMMENDS A VOTE FOR THE PROPOSAL LISTED BELOW. THE SHARES
REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR IF NO CHOICE IS INDICATED,
PROXY SOLICITED ON BEHALF OF MANAGEMENT.
1. APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT BETWEEN THE TRUST AND OPCAP
ADVISORS, AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AND ATTACHED AS
EXHIBIT A THERETO.
/ / FOR / / AGAINST / / ABSTAIN
2. TO ACT UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR
ANY ADJOURNMENT THEREOF.
<PAGE>
[IDENTITY OF LIFE COMPANY
OWNING SHARES IN THIS PORTFOLIO]
We need your vote Before ____ __, 1997
Return the Voting Instruction Form in the
enclosed envelope or mail it to:
Proxy Tabulator
THANK YOU FOR YOUR TIME
OCC ACCUMULATION TRUST
MONEY MARKET PORTFOLIO
VOTING INSTRUCTION FORM FOR SHAREHOLDERS MEETING _____ __, 1997
THE UNDERSIGNED 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 VOTE THE NUMBER OF SHARES OF BENEFICIAL INTEREST OF THE ABOVE
STATED PORTFOLIO OF OCC ACCUMULATION TRUST ("TRUST") AS TO WHICH THE
UNDERSIGNED IS ENTITLED TO GIVE INSTRUCTIONS AT THE SPECIAL MEETING OF
SHAREHOLDERS OF THE TRUST TO BE HELD ON _____ __, 1997 AT THE OFFICES OF
OPPENHEIMER & CO., INC., 40TH FLOOR, ONE WORLD FINANCIAL CENTER, NEW YORK, NY
10281 AT 10:00 A.M., NEW YORK TIME AND AT ANY ADJOURNMENT THEREOF AS FOLLOWS:
[CONTRACTHOLDER'S IDENTITY,
CONTRACTHOLDER'S ADDRESS]
DATED:................,1997
(MONTH, DAY)
Please sign in box below
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR
HEREON. WHEN SIGNING AS CUSTODIAN, ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN, ETC.,
PLEASE GIVE YOUR FULL TITLE AS SUCH. JOINT OWNERS
SHOULD EACH SIGN THIS PROXY.
..............................
Signatures
<PAGE>
Please fold and detach card at perforation before mailing
................................................................................
MANAGEMENT RECOMMENDS A VOTE FOR THE PROPOSAL LISTED BELOW. THE SHARES
REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR IF NO CHOICE IS INDICATED,
PROXY SOLICITED ON BEHALF OF MANAGEMENT.
1. APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT BETWEEN THE TRUST AND OPCAP
ADVISORS, AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AND ATTACHED AS
EXHIBIT A THERETO.
/ / FOR / / AGAINST / / ABSTAIN
2. TO ACT UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR
ANY ADJOURNMENT THEREOF.
<PAGE>
[IDENTITY OF LIFE COMPANY
OWNING SHARES IN THIS PORTFOLIO]
We need your vote Before ____ __, 1997
Return the Voting Instruction Form in the
enclosed envelope or mail it to:
Proxy Tabulator
THANK YOU FOR YOUR TIME
OCC ACCUMULATION TRUST
SMALL CAP PORTFOLIO
VOTING INSTRUCTION FORM FOR SHAREHOLDERS MEETING _____ __, 1997
THE UNDERSIGNED 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 VOTE THE NUMBER OF SHARES OF BENEFICIAL INTEREST OF THE ABOVE
STATED PORTFOLIO OF OCC ACCUMULATION TRUST ("TRUST") AS TO WHICH THE
UNDERSIGNED IS ENTITLED TO GIVE INSTRUCTIONS AT THE SPECIAL MEETING OF
SHAREHOLDERS OF THE TRUST TO BE HELD ON _____ __, 1997 AT THE OFFICES OF
OPPENHEIMER & CO., INC., 40TH FLOOR, ONE WORLD FINANCIAL CENTER, NEW YORK, NY
10281 AT 10:00 A.M., NEW YORK TIME AND AT ANY ADJOURNMENT THEREOF AS FOLLOWS:
[CONTRACTHOLDER'S IDENTITY,
CONTRACTHOLDER'S ADDRESS]
DATED:...............,1997
(MONTH, DAY)
Please sign in box below
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR
HEREON. WHEN SIGNING AS CUSTODIAN, ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN, ETC.,
PLEASE GIVE YOUR FULL TITLE AS SUCH. JOINT OWNERS
SHOULD EACH SIGN THIS PROXY.
............................
Signatures
<PAGE>
Please fold and detach card at perforation before mailing
................................................................................
MANAGEMENT RECOMMENDS A VOTE FOR THE PROPOSAL LISTED BELOW. THE SHARES
REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR IF NO CHOICE IS INDICATED,
PROXY SOLICITED ON BEHALF OF MANAGEMENT.
1. APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT BETWEEN THE TRUST AND OPCAP
ADVISORS, AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AND ATTACHED AS
EXHIBIT A THERETO.
/ / FOR / / AGAINST / / ABSTAIN
2. TO ACT UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR
ANY ADJOURNMENT THEREOF.
<PAGE>
[IDENTITY OF LIFE COMPANY
OWNING SHARES IN THIS PORTFOLIO]
We need your vote Before ____ __, 1997
Return the Voting Instruction Form in the
enclosed envelope or mail it to:
Proxy Tabulator
THANK YOU FOR YOUR TIME
OCC ACCUMULATION TRUST
GLOBAL EQUITY PORTFOLIO
VOTING INSTRUCTION FORM FOR SHAREHOLDERS MEETING _____ __, 1997
THE UNDERSIGNED 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 VOTE THE NUMBER OF SHARES OF BENEFICIAL INTEREST OF THE ABOVE
STATED PORTFOLIO OF OCC ACCUMULATION TRUST ("TRUST") AS TO WHICH THE
UNDERSIGNED IS ENTITLED TO GIVE INSTRUCTIONS AT THE SPECIAL MEETING OF
SHAREHOLDERS OF THE TRUST TO BE HELD ON _____ __, 1997 AT THE OFFICES OF
OPPENHEIMER & CO., INC., 40TH FLOOR, ONE WORLD FINANCIAL CENTER, NEW YORK, NY
10281 AT 10:00 A.M., NEW YORK TIME AND AT ANY ADJOURNMENT THEREOF AS FOLLOWS:
[CONTRACTHOLDER'S IDENTITY,
CONTRACTHOLDER'S ADDRESS]
DATED:................,1997
(MONTH, DAY)
Please sign in box below
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR
HEREON. WHEN SIGNING AS CUSTODIAN, ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN, ETC.,
PLEASE GIVE YOUR FULL TITLE AS SUCH. JOINT OWNERS
SHOULD EACH SIGN THIS PROXY.
.............................
Signatures
<PAGE>
Please fold and detach card at perforation before mailing
................................................................................
MANAGEMENT RECOMMENDS A VOTE FOR THE PROPOSAL LISTED BELOW. THE SHARES
REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR IF NO CHOICE IS INDICATED,
PROXY SOLICITED ON BEHALF OF MANAGEMENT.
1. APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT BETWEEN THE TRUST AND OPCAP
ADVISORS, AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AND ATTACHED AS
EXHIBIT A THERETO.
/ / FOR / / AGAINST / / ABSTAIN
2. TO ACT UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR
ANY ADJOURNMENT THEREOF.
<PAGE>
EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of the day of , 1997, by and between OCC ACCUMU-
LATION TRUST (formerly called Quest for Value Accumulation Trust and before
that, Quest for Value Asset Builder Trust), a Massachusetts business trust
(the "Fund") and OPCAP ADVISORS, (formerly called Quest for Value Advisors), a
Delaware general partnership (the "Manager").
WHEREAS, the Fund is an open-end, diversified, management investment company,
organized in "series" form and comprised of seven separate investment portfo-
lios (the "Portfolios" or the "Series") and is registered with the Securities
and Exchange Commission (the "Commission") pursuant to the Investment Company
Act of 1940 (the "1940 Act");
NOW, THEREFORE, in consideration of the mutual promises and covenants herein-
after set forth, the Fund and the Manager agree as follows:
1. General Provisions
The Fund hereby employs the Manager and the Manager hereby undertakes to act
as the investment adviser of the Fund in connection with and for the benefit
of each Portfolio, including any Portfolio hereafter created, and to perform
for the Fund and for each of the Portfolios such other duties and functions in
connection with each Portfolio for the period and on such terms as set forth
in this Agreement. The Manager shall, in all matters, give to the Fund and its
Board of Trustees (the "Trustees") 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 thereun-
der;
(b) any other applicable provisions of state or federal law;
(c) the provisions of the Declaration of Trust and By-Laws of the Fund as
amended from time to time;
(d) the policies and determinations of the Trustees;
(e) the investment objectives and 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, of the Fund in effect from time to time.
The appropriate officers and employees of the Manager shall be available upon
reasonable notice for consultation with any of the Trustees or officers with
respect to any matters dealing with the Fund's business affairs, including the
valuation of
A-1
<PAGE>
any securities held by the Fund for the benefit of any Portfolio that are ei-
ther not registered for public sale or not being traded on any securities mar-
ket.
2. Investment Management
(a) The Manager shall, subject to the direction and control by the Trustees,
separately with respect to each Portfolio: (i) regularly provide investment
advice and recommendations to the Fund with respect to it's investments, in-
vestment policies, and the purchase and sale of securities and commodities;
(ii) supervise continuously and determine the securities and commodities 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, subject to the provisions of Section 6
hereof, for the purchase and sale of securities, commodities and other invest-
ments by the Fund.
(b) The Manager 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 sub-advisory
agreements with other affiliated or unaffiliated registered investment advis-
ers 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 Manager shall have acted with due care and in good faith,
the Manager 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, holding, redemption, or sale of any security by the Fund ir-
respective of whether the determinations of the Manager relative thereto shall
have been based, in whole or in part, upon the investigation, research or rec-
ommendation of any other individual, firm or corporation believed by the Man-
ager to be reliable. Nothing herein contained shall, however, be construed to
protect the Manager against any liability to the Fund or its shareholders
arising out of the Manager's willful misfeasance, bad faith, or gross negli-
gence in the performance of its duties or reckless disregard of its obliga-
tions and duties under this Agreement.
(d) Nothing in this Agreement shall prevent the Manager, any parent, subsidi-
ary or affiliate, or any director or officer thereof, from acting as invest-
ment adviser for any other person, firm, or corporation, and shall not in any
way limit or restrict the Manager 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 account of others for whom it or
they may be acting, if such activities will not adversely affect or otherwise
impair the performance by the Manager of its duties and obligations under this
Agreement.
A-2
<PAGE>
3. Other Duties of the Manager
The Manager shall, at its own expense, provide and supervise the activities of
all administrative and clerical personnel and shall be required to provide ef-
fective corporate administration for the Fund, including (1) coordination of
the functions of accountants, counsel 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
various state "blue sky" laws, (3) composition of periodic reports with re-
spect to its operations for shareholders of the Fund and (4) composition of
proxy materials for meetings of the Fund's shareholders.
4. Allocation of Expenses
The Manager will bear all costs and expenses of its employees and overhead in-
curred by it in connection with its duties hereunder except as noted in Sec-
tion 5 below. All other expenses (other than those to be paid by the Fund's
distributor under a distribution agreement), shall be paid by the Fund, in-
cluding, but not limited to:
(a) interest expense, taxes and governmental fees;
(b) brokerage commissions and other expenses incurred in acquiring or dis-
posing of the Fund's securities and commodities holdings;
(c) insurance premiums for fidelity and other coverage requisite to the
Fund's operations;
(d) fees of the Trustees other than those who are interested persons of
the Fund and out-of-pocket travel expenses for all Trustees and other
expenses incurred by the Fund in connection with Trustees' meetings;
(e) outside legal, accounting and audit expenses;
(f) custodian, dividend disbursing, and transfer agent fees and expenses;
(g) expenses in connection with the issuance, offering, sale or underwrit-
ing of securities issued by the Fund, including preparation of stock
certificates;
(h) fees and expenses, other than as hereinabove provided, incident to the
registration or qualification of the Fund's shares for sale with the
Commission and in various states and foreign jurisdictions;
(i) expenses of printing and mailing reports and notices and proxy mate-
rial to the Fund's shareholders;
(j) all other expenses incidental to holding meetings of the Fund's share-
holders;
(k) expenses of organizing the Fund; and
(l) such extraordinary non-recurring expenses as may arise, including lit-
igation affecting the Fund and the legal obligation the Fund may have
to indemnify its officers and Trustees with respect thereto.
A-3
<PAGE>
Notwithstanding the foregoing, the Manager shall pay all salaries and fees of
each of the Fund's officers and Trustees who are interested persons of the
Manager.
5. Compensation of the Manager
(a) The Fund agrees to pay the Manager, and the Manager 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. Determination of net asset value of each Portfo-
lio will be made in accordance with the policies disclosed in the Fund's reg-
istration statement under the 1940 Act. The fee is payable at the close of
business on the last day of each calendar month and shall be made on the first
business day following such last calendar day. The payment due on such day
shall be computed by (1) adding together the results of multiplying (i) the
total net assets of each Portfolio on each day of the month by (ii) the appli-
cable daily fraction of the annual advisory fee percentage rate for such Port-
folio as set forth on Schedule A hereto and then (2) adding together the total
monthly amounts computed for each Portfolio.
(b) In the event the operating expenses of the Fund, including any amounts
payable to the Manager pursuant to subsection (a) hereof, but excluding the
amount of any interest, taxes, brokerage commissions, distribution fees, and
extraordinary expenses (including but not limited to legal claims and liabili-
ties and litigation costs and any indemnification related thereto) paid or
payable by the Fund for any fiscal year ending on a date during which this
Agreement is in effect, exceed the most restrictive state law provisions in
effect in states where the Fund is qualified to be sold, the Manager will pay
or refund to the Fund any such excess amount. In addition, the Manager shall
waive any amounts payable to the Manager pursuant to subsection (a) hereof,
and reimburse the Fund such that total operating expenses of each of the Port-
folios of the Fund do not exceed 1.25% of their respective average daily net
assets. Whenever the expenses of a Portfolio exceed a pro rata portion of the
expense limitations stated above, the monthly amount payable to the Manager
will be reduced or postponed in the amount of such excess.
6. Portfolio Transactions and Brokerage
(a) The Manager is authorized, in arranging the purchase and sale of the
Fund's portfolio securities, to employ or deal with such members of securities
exchanges and brokers or dealers, including Oppenheimer & Co., Inc. ("Opco")
("broker/dealer"), as may, in the Manager's best judgment based on all rele-
vant factors, implement the policy of the Fund to obtain, at reasonable ex-
pense, the "best execution" (prompt and reliable execution of the Fund's secu-
rities transactions at the most favorable security prices obtainable of the
Fund's securities transactions) as well as to obtain, consistent with the pro-
visions of subparagraph (c) of this Section 6, the benefit of such investment
information or research as will be of significant assistance to the Manager in
the performance of its functions and duties under this Agreement.
A-4
<PAGE>
(b) The Manager shall select broker/dealers to effect the Fund's securities
transactions on the basis of its estimate of the ability of such
broker/dealers to obtain best execution of particular and related securities
transactions. The ability of a broker/dealer to obtain best execution of par-
ticular securities transaction(s) will be judged by the Manager on the basis
of all relevant factors and considerations, including, insofar as feasible,
the execution capabilities required by the transactions; the ability and will-
ingness of the broker/dealer to facilitate the Fund's securities transactions
by participating therein for its own account; the importance to the Fund of
speed, efficiency or confidentiality; the broker/dealer's apparent familiarity
with sources from or to whom particular securities might be purchased or sold;
and any other matters relevant to the selection of a broker/dealer for partic-
ular and related transactions of the Fund.
(c) The Manager shall have discretion, in the interests of the Fund, to allo-
cate brokerage on the Fund's securities transactions to broker/dealers quali-
fied to provide best execution of such transactions who provide brokerage
and/or research services (as such services are defined in Section 28(e)(3) of
the Securities Exchange Act of 1934 (the "1934 Act")) for the Fund and/or
other accounts for which the Manager exercises investment discretion (as that
term is defined in Section 3(a)(35) of the 1934 Act) and to cause the Fund to
pay such broker/dealers (other than Opco) a commission for effecting a securi-
ties transaction for the Fund that is in excess of the amount of commission
another broker/dealer adequately qualified to effect such transaction would
have charged for effecting that transaction, if the Manager determines, in
good faith, that such commission is reasonable in relation to the value of the
brokerage and/or research services provided by such broker/dealer, viewed in
terms of either that particular transaction or the Manager's overall responsi-
bilities with respect to the accounts as to which it exercises investment dis-
cretion. In reaching such determination, the Manager will not be required to
place or attempt to place a specific dollar value on the brokerage and/or re-
search services provided by such broker/dealer. In demonstrating that such de-
terminations were made in good faith, the Manager shall be prepared to show
that all commissions were allocated to such broker/dealers for purposes con-
templated by this Agreement and that the total commissions paid by the Fund
over a representative period selected by the Trustees were reasonable in rela-
tion to the benefits received by the Fund. Such research information may be in
written form or through direct contact with individuals, and may include in-
formation on particular companies and industries as well as market, economic
or institutional activity areas.
(d) The Manager shall have no duty or obligation to seek advance competitive
bidding for the most favorable commission rate applicable to any particular
securities transactions or to select any broker/dealer on the basis of its
purported or "posted" commission rate, although it will, to the best of its
ability, endeavor to be aware of the current level of the charges of eligible
broker/dealers and to minimize the expense incurred by the Fund for effecting
its securities transactions to the extent
A-5
<PAGE>
consistent with the interests and policies of the Fund as established by the
determinations of the Trustees and the provisions of this Section 6.
(e) The Fund recognizes and intends that, subject to the foregoing provisions
of this Section 6, Opco will act as its regular broker so long as it is lawful
for it so to act and that Opco may be a major recipient of brokerage commis-
sions paid by the Fund. Opco may effect securities transactions for the Fund
only if (1) the commissions, fees or other remuneration received or to be re-
ceived by it are reasonable and fair compared to the commissions, fees or
other remuneration received by other brokers in connection with comparable
transactions involving similar securities being purchased or sold on a securi-
ties exchange during a comparable period of time and (2) the Trustees, includ-
ing a majority of those Trustees who are not interested persons, have adopted
procedures pursuant to Rule 17e-1 under the 1940 Act for determining the per-
missible level of such commissions.
(f) Sales of shares of the Fund and/or shares of the other investment compa-
nies managed by the Manager or distributed by the Fund's distributor may, sub-
ject to applicable rules covering the distributor's activities in this area,
also be considered as a factor in the direction of securities transactions to
dealers, but only in conformity with the price, execution and other considera-
tions and practices discussed above. Those other investment companies may also
give similar consideration relating to the sale of the Fund's shares. The Fund
will not purchase any securities from or sell any securities to Opco acting as
principal for its own account.
(g) When orders to purchase or sell the same security on identical terms are
placed by more than one of the funds and/or other advisory accounts managed by
the Manager or its affiliates, the transactions are generally executed as re-
ceived, although a fund or advisory account that does not direct trades to a
specific broker ("free trades") usually will have its order executed first.
Purchases are combined where possible for the purpose of negotiating brokerage
commissions, which in some cases might have a detrimental effect on the price
or volume of the security in a particular transaction as far as the Fund is
concerned. Orders placed by accounts that direct trades to a specific broker
will generally be executed after the free trades. All orders placed on behalf
of the Fund are considered free trades. However, having an order placed first
in the market does not necessarily guarantee the most favorable price.
7. Duration
This Agreement will become effective as of the date hereof. This Agreement
will continue in effect for two years from the date hereof and thereafter (un-
less sooner terminated in accordance with this agreement) for successive peri-
ods of twelve months so long as each continuance shall be specifically ap-
proved at least annually with respect to each Portfolio by (1) the vote of a
majority of those Trustees who are not parties to this Agreement or interested
persons of any such party, cast in person
A-6
<PAGE>
at a meeting called for the purpose of voting on such approval, and (2) a ma-
jority of the Trustees or of a majority of the outstanding voting securities
of the respective Portfolios of the Fund.
8. Termination
This Agreement may be terminated (i) by the Manager at any time, without pay-
ment of any penalty upon giving the Fund ninety (90) days' written notice
(which notice may be waived by the Fund); or (ii) by the Fund at any time,
without payment of any penalty upon sixty (60) days' written notice to the
Manager (which notice may be waived by the Manager), provided that such termi-
nation by the Fund shall be directed or approved by the vote of the majority
of all of the Trustees or by the vote of a majority of the outstanding voting
securities of the Portfolios of the Fund with respect to which notice of ter-
mination has been given to the Manager.
9. 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 Trustees, including a ma-
jority of those Trustees who are not parties to this Agreement or interested
persons of 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 Portfolio or delete an existing Portfolio without a vote of the of share-
holders 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 thereunder.
10. 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 rules thereunder. To the extent that the applicable laws of the State
of New York, other securities laws or any of the provisions herein, conflict
with the applicable provisions of the 1940 Act, the latter shall control.
11. 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.
12. Definitions
As used in this Agreement, the terms "interested person" and "vote of a major-
ity of the outstanding securities" shall have the respective meanings set
forth in Sections 2(a)(19) and 2(a)(42) of the 1940 Act.
A-7
<PAGE>
13. No Liability of Shareholders
This Agreement is executed by the Trustees of the Fund, not individually, but
rather in their capacity as Trustees under the Declaration of Trust made May
12, 1994. None of the Shareholders, Trustees, officers, employees, or agents
of the Fund shall be personally bound or liable under this Agreement, nor
shall resort be had to their private property for the satisfaction of any ob-
ligation or claim hereunder but only to the property of the Fund and, if the
obligation or claim relates to the property held by the Fund for the benefit
of one or more but fewer than all Portfolios, then only to the property held
for the benefit of the affected Portfolio.
14. Notice of Change in Partnership of Manager
The Manager agrees to notify the Fund within a reasonable period of time re-
garding a material change in the membership of the Manager.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
OCC Accumulation Trust
Attest:
By:_______________________________________
Title:____________________________________
OpCap Advisors
Attest:
By:_______________________________________
Title:____________________________________
A-8
<PAGE>
SCHEDULE A
to
Investment Advisory Agreement
between
OCC Accumulation Trust and OpCap Advisors
<TABLE>
<CAPTION>
ANNUAL FEE AS A PERCENTAGE
NAME OF SERIES OF DAILY NET ASSETS
-------------- ---------------------------
<S> <C>
Equity Portfolio 0.80% on first $400 million
0.75% on next $400 million
0.70% thereafter
Small Cap Portfolio 0.80% on first $400 million
0.75% on next $400 million
0.70% thereafter
Managed Portfolio 0.80% on first $400 million
0.75% on next $400 million
0.70% thereafter
Global Equity Portfolio 0.80% on first $400 million
0.75% on next $400 million
0.70% thereafter
U.S. Government Income Portfolio .60%
Bond Portfolio .50%
Money Market Portfolio .40%
</TABLE>
A-9
<PAGE>
EXHIBIT B
OpCap Advisors is the manager or subadviser to the registered investment com-
panies listed below. These investment companies have similar investment objec-
tives to at least one of the Portfolios.
<TABLE>
<CAPTION>
APPROXIMATE NET
ASSETS
FUND (AS OF 4/28/97) ADVISORY FEE RATE
- ---- --------------- -----------------
<S> <C> <C>
Oppenheimer Quest Value Fund, $ 752,161,259 1.0% on the first $400
Inc.(/1/) million; .90% on the
next $400 million; .85%
of net assets in excess
of $800 million
Oppenheimer Quest Opportunity Value
Fund(/1/) $2,737,263,223
Oppenheimer Quest Small Cap Value
Fund $ 161,323,351
Oppenheimer Quest Global Value Fund, $ 287,784,103 .75% of the first $400
Inc. million of average net
assets; .70% of the next
$400 million and .65% of
average net assets in
excess of $800 million
Oppenheimer Quest Officers Value $ 8,106,499 1.0% of its daily net
Fund(/1/,/2/) assets
Oppenheimer Quest Capital Value Fund, $ 335,769,726 1.0% on the first $400
Inc. million; .90% on the
next $400 million; .85%
of the net assets in
excess of $800
million(/3/)
Enterprise Accumulation Trust:
Equity Portfolio $ 350,219,657 .40% of the first $1
billion; .30% on assets
over $1 billion; and
.25% for assets in
excess of $2
billion(/4/)
Managed Portfolio $1,997,740,882
Enterprise Group of Funds
Managed Portfolio $ 245,785,727 .40% on the first $100
million; .30% on assets
in excess of $100
million(/5/)
Equity Portfolio
Penn Series Funds, Inc.:
Value Equity Fund $ 223,919,071 .50%(/6/)
Small Capitalization Fund $ 21,869,349
</TABLE>
B-1
<PAGE>
<TABLE>
<CAPTION>
APPROXIMATE NET
ASSETS
FUND (AS OF 4/28/97) ADVISORY FEE RATE
- ---- --------------- -----------------
<S> <C> <C>
Endeavor Series Trust:
Value Equity Portfolio $ 141,788,862 .40%(/7/)
Opportunity Value $ 6,377,065
Portfolio .40%(/7/)
OCC Cash Reserves, Inc.
Primary Portfolio $1,852,567,740 .50% of the first $100
million of average net
assets; .45% on the next
$200 million and .40% of
assets in excess of $300
million
WNL Series Trust:
Elite Value Asset $ 3,473,077 .40%(/8/)
Allocation Portfolio
The Saratoga Advantage
Trust:
Large Capitalization $ 23,148,678 .30%(/8/)
Value Portfolio
</TABLE>
- -----------
(/1/) With respect to each of these funds, OppenheimerFunds, Inc. ("OFI") is the
investment adviser and OpCap Advisors is the sub-adviser. OFI also re-
ceives a .25% administrative fee with respect to the Oppenheimer Quest
Global Value Fund, Inc. OFI pays OpCap Advisors monthly an annual fee
based on the average daily net assets of the fund equal to 40% of the ad-
visory fee (and administrative fee with respect to the Oppenheimer Quest
Global Value Fund, Inc.) collected by OFI based on the total net assets of
the fund as of November 22, 1995 (the "base amount") plus 30% of the in-
vestment advisory fee (and administrative fee with respect to the Oppen-
heimer Quest Global Value Fund, Inc.) collected by OFI based on the total
net assets of the fund that exceed the base amount.
(/2/) OFI's advisory fee for the Oppenheimer Quest Officers Value Fund is 1.00%.
However, effective August 1, 1996, OFI is waiving the portion of its man-
agement fee equal to what OFI would have been required to pay OpCap as the
sub- advisory fee and OpCap has agreed to waive its sub-advisory fee.
(/3/) OFI is the investment adviser and OpCap Advisors is the sub-advisor. OFI
pays OpCap a sub-advisory fee equal to 40% of the net advisory fee calcu-
lated by OFI for the fund based on the total net assets of the fund as of
February 28, 1997 and remaining 120 days later (the "base amount") plus
30% of the investment advisory fee collected by OFI based on the total net
assets that exceed the base amount.
(/4/) These fees are for investment advisory services only. Management services
are provided to the portfolios by a third party, not OpCap Advisors. The
Manager, who pays the investment advisory fee to OpCap Advisors, receives
a manage-
B-2
<PAGE>
ment fee, on an annual basis, of 0.80% of the first $400 million of the
average daily net assets; .75% on the next $400 million and .70% on assets
above $800 million of each of the portfolios.
(/5/) This fee is for investment advisory services only. Management services are
provided to the portfolio by a party other than OpCap Advisors. The Manag-
er, who pays the investment advisory fee to OpCap Advisors, receives a
management fee of .75% of the average daily net assets of the Portfolio.
(/6/) These fees are for investment advisory services only. Administrative serv-
ices are provided to these funds by a third party, not OpCap Advisors. The
funds are each charged on an annual basis a fee for administrative serv-
ices of 0.15% of their respective average daily net assets.
(/7/) This fee is for investment advisory services only. Management services are
provided to the portfolio by a party other than OpCap Advisors. The Manag-
er, who pays the investment advisory fee to OpCap Advisors, receives a
management fee of .80% of average daily net assets of the portfolios.
(/8/) This fee is for investment advisory services only. Management services are
provided to the portfolio by a party other than OpCap Advisors. The Manag-
er, who pays the investment advisory fee to OpCap Advisors, receives a
management fee of 0.65% of the average daily net assets of the portfolio.
B-3
