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<PAGE> PAGE 10
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<PAGE> PAGE 18
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<PAGE> PAGE 21
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045 000600 Y
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<PAGE> PAGE 22
048 C020600 0.000
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063 A000600 0
063 B000600 6.3
064 A000600 N
064 B000600 N
066 A000600 N
067 000600 N
068 A000600 N
068 B000600 N
069 000600 N
070 A010600 Y
070 A020600 N
070 B010600 N
070 B020600 N
070 C010600 N
070 C020600 N
070 D010600 N
<PAGE> PAGE 23
070 D020600 N
070 E010600 N
070 E020600 N
070 F010600 N
070 F020600 N
070 G010600 N
070 G020600 N
070 H010600 N
070 H020600 N
070 I010600 N
070 I020600 N
070 J010600 N
070 J020600 N
070 K010600 N
070 K020600 N
070 L010600 N
070 L020600 N
070 M010600 N
070 M020600 N
070 N010600 Y
070 N020600 N
070 O010600 Y
070 O020600 N
070 P010600 N
070 P020600 N
070 Q010600 N
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070 R010600 N
070 R020600 N
071 A000600 8217
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<PAGE> PAGE 24
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<PAGE> PAGE 25
076 000600 0.00
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045 000700 Y
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<PAGE> PAGE 26
048 I020700 0.000
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<PAGE> PAGE 27
070 H020700 N
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<PAGE> PAGE 28
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SIGNATURE RICHARD PETEKA
TITLE ASST TREASURER
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
OCC ACCUMULATION TRUST EQUITY PORTFOLIO ANNUAL REPORT FOR THE YEAR ENDED
DECEMBER 31, 1997.
</LEGEND>
<CIK> 0000923185
<NAME> OCC ACCUMULATION TRUST
<SERIES>
<NUMBER> 1
<NAME> EQUITY PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 20,962,136
<INVESTMENTS-AT-VALUE> 28,879,870
<RECEIVABLES> 46,785
<ASSETS-OTHER> 9,063
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 28,935,718
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 115,740
<TOTAL-LIABILITIES> 115,740
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 19,254,995
<SHARES-COMMON-STOCK> 789,233
<SHARES-COMMON-PRIOR> 659,810
<ACCUMULATED-NII-CURRENT> 311,417
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,335,832
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 7,917,734
<NET-ASSETS> 28,819,978
<DIVIDEND-INCOME> 326,208
<INTEREST-INCOME> 231,179
<OTHER-INCOME> 0
<EXPENSES-NET> (245,970)
<NET-INVESTMENT-INCOME> 311,417
<REALIZED-GAINS-CURRENT> 1,335,830
<APPREC-INCREASE-CURRENT> 4,175,591
<NET-CHANGE-FROM-OPS> 5,822,838
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (188,895)
<DISTRIBUTIONS-OF-GAINS> (672,432)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 328,269
<NUMBER-OF-SHARES-REDEEMED> (227,653)
<SHARES-REINVESTED> 28,807
<NET-CHANGE-IN-ASSETS> 8,976,980
<ACCUMULATED-NII-PRIOR> 188,895
<ACCUMULATED-GAINS-PRIOR> 672,434
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 199,896
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 247,522<F1>
<AVERAGE-NET-ASSETS> 24,986,972
<PER-SHARE-NAV-BEGIN> 30.07
<PER-SHARE-NII> 0.39
<PER-SHARE-GAIN-APPREC> 7.34
<PER-SHARE-DIVIDEND> (0.28)
<PER-SHARE-DISTRIBUTIONS> (1.00)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 36.52
<EXPENSE-RATIO> 0.99
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>GROSS OF EXPENSES OFFSET - $1,552.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
OCC ACCUMULATION TRUST- SMALL CAP PORTFOLIO ANNUAL REPORT FOR THE YEAR ENDED
DECEMBER 31, 1997.
</LEGEND>
<CIK> 0000923185
<NAME> OCC ACCUMULATION TRUST
<SERIES>
<NUMBER> 2
<NAME> SMALL CAP PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 104,906,064
<INVESTMENTS-AT-VALUE> 114,536,960
<RECEIVABLES> 1,555,417
<ASSETS-OTHER> 357
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 116,092,734
<PAYABLE-FOR-SECURITIES> 5,323,098
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 205,130
<TOTAL-LIABILITIES> 5,528,228
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 96,202,830
<SHARES-COMMON-STOCK> 4,192,273
<SHARES-COMMON-PRIOR> 1,515,250
<ACCUMULATED-NII-CURRENT> 397,655
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 4,333,125
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 9,630,896
<NET-ASSETS> 110,564,506
<DIVIDEND-INCOME> 426,467
<INTEREST-INCOME> 573,593
<OTHER-INCOME> 0
<EXPENSES-NET> (602,404)
<NET-INVESTMENT-INCOME> 397,656
<REALIZED-GAINS-CURRENT> 4,341,925
<APPREC-INCREASE-CURRENT> 6,375,677
<NET-CHANGE-FROM-OPS> 11,115,258
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (226,926)
<DISTRIBUTIONS-OF-GAINS> (1,600,321)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,800,876
<NUMBER-OF-SHARES-REDEEMED> (207,710)
<SHARES-REINVESTED> 83,857
<NET-CHANGE-IN-ASSETS> 76,307,835
<ACCUMULATED-NII-PRIOR> 226,925
<ACCUMULATED-GAINS-PRIOR> 1,591,521
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 498,382
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 604,015<F1>
<AVERAGE-NET-ASSETS> 62,297,759
<PER-SHARE-NAV-BEGIN> 22.61
<PER-SHARE-NII> 0.08
<PER-SHARE-GAIN-APPREC> 4.73
<PER-SHARE-DIVIDEND> (0.13)
<PER-SHARE-DISTRIBUTIONS> (0.92)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 26.37
<EXPENSE-RATIO> 0.97
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>GROSS OF EXPENSES OFFSET - $1,611
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
OCC ACCUMULATION TRUST- MANAGED PORTFOLIO ANNUAL REPORT FOR THE YEAR ENDED
DECEMBER 31, 1997.
</LEGEND>
<CIK> 0000923185
<NAME> OCC ACCUMULATION TRUST
<SERIES>
<NUMBER> 3
<NAME> MANAGED PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 394,593,623
<INVESTMENTS-AT-VALUE> 466,764,545
<RECEIVABLES> 544,622
<ASSETS-OTHER> 33,011
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 467,342,178
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 550,954
<TOTAL-LIABILITIES> 550,954
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 374,401,063
<SHARES-COMMON-STOCK> 11,014,702
<SHARES-COMMON-PRIOR> 4,991,370
<ACCUMULATED-NII-CURRENT> 4,115,641
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 16,103,598
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 72,170,922
<NET-ASSETS> 466,791,224
<DIVIDEND-INCOME> 3,032,861
<INTEREST-INCOME> 3,621,915
<OTHER-INCOME> 0
<EXPENSES-NET> (2,539,135)
<NET-INVESTMENT-INCOME> 4,115,641
<REALIZED-GAINS-CURRENT> 16,103,603
<APPREC-INCREASE-CURRENT> 32,559,342
<NET-CHANGE-FROM-OPS> 52,778,586
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (2,161,818)
<DISTRIBUTIONS-OF-GAINS> (6,639,642)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 6,451,958
<NUMBER-OF-SHARES-REDEEMED> (672,569)
<SHARES-REINVESTED> 243,943
<NET-CHANGE-IN-ASSETS> 286,063,130
<ACCUMULATED-NII-PRIOR> 2,161,818
<ACCUMULATED-GAINS-PRIOR> 6,639,637
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,321,835
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,540,600<F1>
<AVERAGE-NET-ASSETS> 290,421,930
<PER-SHARE-NAV-BEGIN> 36.21
<PER-SHARE-NII> 0.34
<PER-SHARE-GAIN-APPREC> 7.45
<PER-SHARE-DIVIDEND> (0.40)
<PER-SHARE-DISTRIBUTIONS> (1.22)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 42.38
<EXPENSE-RATIO> 0.87
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>GROSS OF EXPENSES OFFSET - $1,465
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
OCC ACCUMULATION TRUST-MONEY MARKET PORTFOLIO ANNUAL REPORT FOR THE YEAR ENDED
DECEMBER 31, 1997.
</LEGEND>
<CIK> 0000923185
<NAME> OCC ACCUMULATION TRUST
<SERIES>
<NUMBER> 5
<NAME> MONEY MARKET PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 2,179,421
<INVESTMENTS-AT-VALUE> 2,179,421
<RECEIVABLES> 0
<ASSETS-OTHER> 7,815
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,187,236
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 21,169
<TOTAL-LIABILITIES> 21,169
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,166,258
<SHARES-COMMON-STOCK> 2,166,257
<SHARES-COMMON-PRIOR> 5,279,054
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (191)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 2,166,067
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 242,856
<OTHER-INCOME> 0
<EXPENSES-NET> (42,738)
<NET-INVESTMENT-INCOME> 200,118
<REALIZED-GAINS-CURRENT> (178)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 199,940
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (200,118)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7,068,886
<NUMBER-OF-SHARES-REDEEMED> (10,381,691)
<SHARES-REINVESTED> 200,008
<NET-CHANGE-IN-ASSETS> (3,112,975)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (13)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 17,502
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 46,220<F1>
<AVERAGE-NET-ASSETS> 4,375,569
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.05
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (0.05)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.98
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>GROSS OF EXPENSES OFFSET - $359.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
OCC ACCUMULATION TRUST-U.S. GOV'T INCOME PORTFOLIO ANNUAL REPORT FOR THE YEAR
ENDED DECEMBER 31, 1997.
</LEGEND>
<CIK> 0000923185
<NAME> OCC ACCUMULATION TRUST
<SERIES>
<NUMBER> 6
<NAME> U.S. GOVERNMENT INCOME PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 6,758,051
<INVESTMENTS-AT-VALUE> 6,897,778
<RECEIVABLES> 104,102
<ASSETS-OTHER> 1,724
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 7,003,604
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 20,329
<TOTAL-LIABILITIES> 20,329
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 6,846,058
<SHARES-COMMON-STOCK> 664,374
<SHARES-COMMON-PRIOR> 329,735
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (2,510)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 139,727
<NET-ASSETS> 6,983,275
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 383,125
<OTHER-INCOME> 0
<EXPENSES-NET> (54,953)
<NET-INVESTMENT-INCOME> 328,172
<REALIZED-GAINS-CURRENT> 13,044
<APPREC-INCREASE-CURRENT> 124,161
<NET-CHANGE-FROM-OPS> 465,377
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (328,172)
<DISTRIBUTIONS-OF-GAINS> (7,663)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 414,948
<NUMBER-OF-SHARES-REDEEMED> (112,598)
<SHARES-REINVESTED> 32,289
<NET-CHANGE-IN-ASSETS> 3,561,277
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (7,891)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 35,757
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 63,273<F1>
<AVERAGE-NET-ASSETS> 5,959,450
<PER-SHARE-NAV-BEGIN> 10.38
<PER-SHARE-NII> 0.57
<PER-SHARE-GAIN-APPREC> 0.14
<PER-SHARE-DIVIDEND> (0.57)
<PER-SHARE-DISTRIBUTIONS> (0.01)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.51
<EXPENSE-RATIO> 0.93
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>GROSS OF EXPENSES OFFSET - $292.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
OCC ACCUMULATION TRUST - GLOBAL EQUITY PORTFOLIO ANNUAL REPORT FOR THE YEAR
ENDED DECEMBER 31, 1997.
</LEGEND>
<CIK> 0000923185
<NAME> OCC ACCUMULATION TRUST
<SERIES>
<NUMBER> 7
<NAME> GLOBAL EQUITY PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 22,302,256
<INVESTMENTS-AT-VALUE> 25,126,019
<RECEIVABLES> 107,057
<ASSETS-OTHER> 686,865
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 25,919,941
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 46,313
<TOTAL-LIABILITIES> 46,313
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 23,099,969
<SHARES-COMMON-STOCK> 1,806,526
<SHARES-COMMON-PRIOR> 1,282,602
<ACCUMULATED-NII-CURRENT> (49,195)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2,822,854
<NET-ASSETS> 25,873,628
<DIVIDEND-INCOME> 272,348
<INTEREST-INCOME> 105,688
<OTHER-INCOME> 0
<EXPENSES-NET> (273,154)
<NET-INVESTMENT-INCOME> 104,882
<REALIZED-GAINS-CURRENT> 1,148,942
<APPREC-INCREASE-CURRENT> 1,432,604
<NET-CHANGE-FROM-OPS> 2,686,428
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (124,084)
<DISTRIBUTIONS-OF-GAINS> (1,184,153)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 741,096
<NUMBER-OF-SHARES-REDEEMED> (308,572)
<SHARES-REINVESTED> 91,400
<NET-CHANGE-IN-ASSETS> 8,901,140
<ACCUMULATED-NII-PRIOR> 2,107
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 184,504
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 276,887<F1>
<AVERAGE-NET-ASSETS> 23,063,042
<PER-SHARE-NAV-BEGIN> 13.23
<PER-SHARE-NII> 0.06
<PER-SHARE-GAIN-APPREC> 1.79
<PER-SHARE-DIVIDEND> (0.07)
<PER-SHARE-DISTRIBUTIONS> (0.69)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 14.32
<EXPENSE-RATIO> 1.19
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>GROSS OF EXPENSES OFFSET - $1,196.
</FN>
</TABLE>
<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:
[ ] Preliminary Proxy Statement
[X] 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>
August 28, 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 October 14, 1997.
As you may know, PIMCO Advisors L.P. and its affiliate, Thomson Advisory Group
Inc., Oppenheimer Group, Inc., its subsidiary Oppenheimer Financial Corp. and
certain related parties have entered into an agreement for PIMCO Advisors
L.P., Thomson Advisory Group Inc. and its successor (together the "PIMCO Par-
ties") to acquire a controlling interest in Oppenheimer Capital, whose subsid-
iary, 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 1-800-207-6909 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 for the PIMCO Parties to
acquire a controlling interest in Oppenheimer Capital, whose subsidiary, OpCap
Advisors, is investment adviser to the Trust. The Trust itself is not being
acquired.
Q.WHY AM I BEING ASKED TO VOTE ON THIS PROPOSAL?
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 1-800-207-6909 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
- ------------------------------------------------------------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 14, 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 October 14,
1997 at 2:30 p.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 August 21, 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 INSTRUCTION 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
August 28, 1997
- -------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
PLEASE RETURN YOUR VOTING INSTRUCTION FORM
PROMPTLY
CONTRACTHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING
ARE REQUESTED TO INDICATE 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 RETURN IT IN THE ENVELOPE PROVIDED, WHICH
NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. WE ASK FOR
YOUR COOPERATION IN MAILING YOUR VOTING INSTRUCTIONFORM
NO MATTER HOW LARGE OR SMALL YOUR HOLDING MAY BE.
PLEASE RESPOND--YOUR VOTE IS IMPORTANT
<PAGE>
OCC ACCUMULATION TRUST
- -------------------------------------------------------------------------------
OPPENHEIMER TOWER
ONE WORLD FINANCIAL CENTER
NEW YORK, NEW YORK 10281
PROXY STATEMENT
----------------------
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 14, 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 October 14, 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 August 28, 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 Amended
and Restated Merger Agreement, dated as of July 22, 1997 (the "Amended Merger
Agreement"), by and among PIMCO Advisors L.P. ("PIMCO Advisors") and its af-
filiate, Thomson Advisory Group Inc. ("TAG"), Oppenheimer Group, Inc. ("OGI")
and its subsidiary, Oppenheimer Financial Corp. ("Opfin" and, collectively
with OGI, "Oppenheimer") and certain related parties. Pursuant to the Amended
Merger Agreement, PIMCO Advisors, TAG and its successor (collectively 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 Acquisition" under Proposal 1
below. As required by the Investment Company Act of 1940, as amended (the "In-
vestment Company Act"), consummation of the Acquisition will cause the auto-
matic termination of the Trust's investment advisory agreement with OpCap Ad-
visors. 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 99%-owned subsidiary of Oppenheimer Capital, a registered
investment adviser with approximately $57.0 billion in assets under management
on June 30, 1997. Opfin, a holding company, is a 1.0% general partner of OpCap
Advisors. Opfin also holds a one-third managing general partner interest in
Oppenheimer Capital, and Oppenheimer Capital, L.P., a Delaware limited part-
nership 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 Emeritus of Oppenheimer Capital and Chairman of OpCap Ad-
visors. George Long is Chairman and President of Oppenheimer Capital and Ber-
nard 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 $119 billion in assets under management as of June 30,
1997, is one of the largest publicly traded money management firms in the
United States. PIMCO Advisors' address is 800 Newport Center Drive,
Suite 100, Newport Beach, California 92660.
PIMCO Partners, G.P. ("PIMCO GP") owns approximately 42.83% and 66.37%
respectively (and will at the closing of the Acquisition own a majority of the
voting 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 Pacific Investment Management Company, which is a Cali-
fornia corporation and is wholly-owned by Pacific Financial Asset Management
Company, a direct subsidiary of Pacific Mutual Life Insurance Company ("Pa-
cific 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, William
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
maybe deemed to control PIMCO Advisors. Because of direct or indirect power to
appoint 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 applicable provisions of the Investment Company Act, to control PIMCO
Advisors. Pacific Mutual, PIMCO Subpartnership and the PIMCO Managers
disclaim such control.
THE ACQUISITION
On July 22, 1997, PIMCO Advisors and TAG entered into the Amended Merger
Agreement with Oppenheimer and certain related parties which agreement
modified the merger agreement between PIMCO Advisors and TAG and Oppenheimer
entered into on February 13, 1997. Pursuant to the Amended Merger Agreement,
the PIMCO Parties will acquire, among other interests, the one-third managing
general partner interest in Oppenheimer Capital, the 1.0% general partnership
interest in OpCap Advisors, and the 1.0% general partner interest in
Oppenheimer Capital L.P. The aggregate purchase price is approximately $262
million including the issuance
5
<PAGE>
of convertible preferred stock and assumption of certain indebtedness. The
amount of preferred stock comprising the purchase price is subject to reduc-
tion in certain circumstances. The obligations of the PIMCO Parties and Oppen-
heimer to consummate the Acquisition are subject to the satisfaction or waiver
on or prior to the effective date of certain conditions, including the consum-
mation of the sale by OGI and Oppenheimer Equities, Inc. of all of the stock
of Oppenheimer Holdings, Inc. and Oppenheimer & Co., Inc. ("Opco"), OpCap Ad-
visors' broker-dealer affiliate, to CIBC Wood Gundy Securities Corp. (the
"CIBC Sale"), approval of the transaction by certain regulatory authorities
and the consent of certain clients. All of the issued and outstanding stock of
Opco is owned by Oppenheimer Holdings, Inc., which in turn is a wholly-owned
subsidiary of Oppenheimer Equities, Inc. Oppenheimer Equities, Inc. is a whol-
ly-owned subsidiary of Opfin, which in turn is a wholly-owned subsidiary of
OGI. The CIBC Sale will have no effect on the ownership of OGI and Opfin in-
cluding its general partner interests in Oppenheimer Capital and OpCap Advi-
sors. Under the terms of the Amended Merger Agreement, the Acquisition can
take place only if the CIBC Sale takes place first. It is contemplated that
the Acquisition will be consummated after the CIBC Sale is concluded. As a re-
sult, there will only be a change of control of Oppenheimer Capital and OpCap
Advisors upon consummation of the Acquisition. In addition, the Acquisition is
conditioned on the approval by the shareholders of the Trust of the New Agree-
ment.
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 and its affil-
iates. PIMCO Advisors has advised OGI that it anticipates that the senior
portfolio management team of Oppenheimer Capital will continue in their pres-
ent capacities; that the eligibility of OpCap Advisors to serve as an invest-
ment adviser or subadviser will not be affected by the Acquisition; and that
Oppenheimer Capital and OpCap Advisors will be able to continue to provide ad-
visory and management services with no material changes in operating condi-
tions. PIMCO Advisors has further advised OGI and the Board of Trustees that
it currently anticipates that the Acquisition will not affect the ability of
Oppenheimer Capital and OpCap Advisors to fulfill their obligations under
their investment advisory or subadvisory agreements.
6
<PAGE>
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 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 circumstances arising from the Acquisition that might result in an un-
fair burden being imposed on the Trust. 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 Trust 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 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
7
<PAGE>
the Trust to be held uninvested; and (iii) arrange for the purchase of securi-
ties and other investments by each Portfolio of the Trust and the sale of se-
curities 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
Agreement, 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 av-
erage 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 applica-
ble 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 as-
sets.
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 $109,507, $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
8
<PAGE>
any losses that may be sustained in the purchase, holding or sale of any secu-
rity. 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.
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
9
<PAGE>
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 during the period.
EVALUATION BY THE BOARD OF TRUSTEES. The Board of Trustees has
determined that continuity and efficiency of portfolio management services
after the Acquisition 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
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,
10
<PAGE>
the Board unanimously recommended approval of the New Agreement and its sub-
mission to shareholders for their approval. The New Agreement will become ef-
fective on the date that the Acquisition is consummated or the date sharehold-
ers approve the New Agreement, whichever occurs later. The New Agreement will
continue in effect until two years from its effective date, and thereafter for
successive annual periods as long as such continuance is approved in accor-
dance 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 "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 TRUSTEES, INCLUDING THE TRUSTEES WHO ARE NOT INTERESTED
PERSONS OF THE TRUST, OPCAP ADVISORS, PIMCO ADVISORS OR THEIR
AFFILIATES, UNANIMOUSLY RECOMMEND 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 August 21, 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 825,197
Small Cap 2,663,149
Managed 7,722,267
Global Equity 1,689,333
U.S. Government Income 648,709
Money Market 4,520,350
----------
Total 18,069,005
</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>
GLOBAL EQUITY MONEY MARKET
EQUITY PORTFOLIO SMALL CAP PORTFOLIO MANAGED PORTFOLIO PORTFOLIO PORTFOLIO
------------------- ------------------- --------------------- --------------------- ---------------------
RECORD OWNERS ON 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........ -- -- 57,747 2.2% 118,884 1.5% -- -- -- --
American
Enterprise Life
Insurance
Company........ -- -- -- -- 164,159 2.1% -- -- -- --
The Mutual Life
Insurance
Company Of New
York & The MONY
Life Insurance
Company of
America........ 104,983 12.7% 171,578 6.4% 1,492,046 19.3% -- -- 3,081,157 68.2%
Provident Mutual
Life Insurance
Company &
Providentmutual
Life and
Annuity Company
of America..... 587,190 71.2% 691,493 26.0% 1,428,116 18.5% -- -- -- --
Connecticut
General Life
Insurance
Company & CIGNA
Life Insurance
Company........ 132,814 16.1% 417,639 15.7% 2,009,361 26.0% 1,687,559 99.9% 1,325,295 29.3%
Pruco Life
Insurance
Company........ -- -- 829,086 31.1% 1,922,813 24.9% -- -- -- --
Providian Life
and Health
Insurance
Company........ -- -- 495,282 18.6% 583,194 7.6% -- -- -- --
Oppenheimer
Capital........ -- -- -- -- -- -- -- -- 113,898 2.5%
ReliaStar Life
Insurance
Company........ 210 .0% 324 .0% 3,694 .1% 1,774 .1% -- --
<CAPTION>
U.S. GOVERNMENT
INCOME PORTFOLIO
-------------------
RECORD OWNERS ON SHARES %
THE RECORD DATE OWNED OUTSTANDING
- ---------------- ------- -----------
<S> <C> <C>
IL Annuity And
Insurance
Company........ -- --
American
Enterprise Life
Insurance
Company........ 208,161 32.1%
The Mutual Life
Insurance
Company Of New
York & The MONY
Life Insurance
Company of
America........ 209,416 32.3%
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........ 190,656 29.4%
Oppenheimer
Capital........ 40,476 6.2%
ReliaStar Life
Insurance
Company........ -- --
</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 Accounts
having the voting interest in the corresponding number of shares of each of
these Portfolios held in such Variable Accounts. 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 June 20, 1997,
no single person or "group" (as such term is used in Section 13(d) of the Se-
curities 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 meeting 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 a timely manner
does not insure its inclusion in its proxy material, since there are other re-
quirements 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 AND SEMI-ANNUAL REPORT
The Trust will furnish, without charge, a copy of its Annual Report for the
year ended December 31, 1996 and its Semi-Annual Report for the six months
ended June 30, 1997 to a shareholder upon request. Such request should be made
to Bernard H. Garil, OpCap Advisors, One World Financial Center, New York, NY
10281, or by calling 1-800-207-6909. The reports 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 persons 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>
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 six separate investment portfolios
(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 its 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 (net of any expense offsets) of the
Fund, including any amounts payable to the Manager pursuant to subsection (a)
hereof, but excluding the amount of any interest, taxes, brokerage commis-
sions, distribution fees, and extraordinary expenses (including but not lim-
ited to legal claims and liabilities and litigation costs and any indemnifica-
tion 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 restric-
tive 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 ex-
penses of each of the Portfolios of the Fund do not exceed 1.25% of their re-
spective 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 ex-
cess.
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 affiliated broker/dealers) a commission
for effecting a securities 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 responsibilities with respect to the accounts as to which it
exercises investment discretion. 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 research services provided by such broker/dealer. In dem-
onstrating that such determinations were made in good faith, the Manager shall
be prepared to show that all commissions were allocated to such broker/dealers
for purposes contemplated by this Agreement and that the total commissions
paid by the Fund over a representative period selected by the Trustees were
reasonable in relation to the benefits received by the Fund. Such research in-
formation may be in written form or through direct contact with individuals,
and may include information 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) to the extent re-
quired, the Trustees, including a majority of those Trustees who are not in-
terested persons, have adopted procedures pursuant to Rule 17e-1 under the
1940 Act for determining the permissible 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 any affiliated
broker/dealer 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%
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 8/4/97) ADVISORY FEE RATE
- ---- -------------- -----------------
<S> <C> <C>
Oppenheimer Quest Value Fund, Inc. $1,003,593,276 1.0% on the first $400
million; .90% on the
next $400 million; .85%
of net assets in excess
of $800 million(/1/)
Oppenheimer Quest Opportunity Value
Fund $3,741,816,265
Oppenheimer Quest Small Cap Value Fund $ 230,070,963
Oppenheimer Quest Global Value Fund, $ 375,011,048 .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(/1/)
Oppenheimer Quest Officers Value Fund $ 8,466,426 1.0% of its daily net
assets(/1/,/2/)
Oppenheimer Quest Capital Value Fund, $ 353,495,645 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 $ 458,862,923 .40% of the first $1
billion; .30% on assets
over $1 billion; and
.25% for assets in
excess of $2
billion(/4/)
Managed Portfolio $2,540,520,544
Enterprise Group of Funds:
Managed Portfolio $ 319,313,017 .40% on the first $100
million; .30% on assets
in excess of $100
million(/5/)
Equity Portfolio $ 3,021,498
Penn Series Funds, Inc.:
Value Equity Fund $ 278,355,410 .50%(/6/)
Small Capitalization Fund $ 29,658,929
</TABLE>
B-1
<PAGE>
<TABLE>
<CAPTION>
APPROXIMATE
NET ASSETS
FUND (AS OF 8/4/97) ADVISORY FEE RATE
- ---- -------------- -----------------
<S> <C> <C>
Endeavor Series Trust:
Value Equity Portfolio $ 188,046,428 .40%(/7/)
Opportunity Value Portfolio $ 14,892,045
OCC Cash Reserves, Inc.
Primary Portfolio $1,933,198,583 .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 Allocation Portfolio $ 6,421,530 .40%(/8/)
The Saratoga Advantage Trust:
Large Capitalization Value Portfolio $ 29,884,830 .30%(/8/)
</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
receives 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
investment advisory 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 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 management fee equal to what OFI would have been required to
pay OpCap Advisors as the sub-advisory fee and OpCap Advisors has
agreed to waive its sub-advisory fee.
(/3/) OFI is the investment adviser and OpCap Advisors is the sub-adviser. OFI
pays OpCap Advisors a sub-advisory fee equal to 40% of the net advisory
fee calculated 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. OFI is waiving the
following portion of its advisory fee: .15% of the first $200 million
of average daily net assets; .40% of the next $200 million, .30% of the
next $400 million and .25% of average net assets in excess of $800
million.
B-2
<PAGE>
(/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 management 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 portfolios by a party other than OpCap Advisors.
The Manager, who pays the investment advisory fee to OpCap Advisors,
receives a management fee of .75% of the average daily net assets of
the portfolios.
(/6/) These fees are for investment advisory services only. Administrative
services are provided to these funds by a third party, not OpCap Ad-
visors. The funds are each charged on an annual basis a fee for ad-
ministrative services 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 portfolios by a party other than OpCap Advisors.
The Manager, 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
Manager, who pays the investment advisory fee to OpCap Advisors, re-
ceives a management fee of 0.65% of the average daily net assets of the
portfolio.
B-3
<PAGE>
[IDENTITY OF LIFE COMPANY
OWNING SHARES IN THIS PORTFOLIO]
We need your vote Before October 14, 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
OCTOBER 14, 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 OCTOBER 14, 1997 AT THE OFFICES OF OPPENHEIMER
& CO., INC., 40TH FLOOR, ONE WORLD FINANCIAL CENTER,
NEW YORK, NY 10281 AT 2:30 P.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 October 14, 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
OCTOBER 14, 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 OCTOBER 14, 1997 AT THE
OFFICES OF OPPENHEIMER & CO., INC., 40TH FLOOR, ONE WORLD
FINANCIAL CENTER, NEW YORK, NY 10281 AT 2:30 P.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 October 14, 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
OCTOBER 14, 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
OCTOBER 14, 1997 AT THE OFFICES OF OPPENHEIMER & CO., INC.,
40TH FLOOR, ONE WORLD FINANCIAL CENTER, NEW YORK,
NY 10281 AT 2:30 P.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 October 14, 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
OCTOBER 14, 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 OCTOBER 14,
1997 AT THE OFFICES OF OPPENHEIMER & CO., INC., 40TH FLOOR,
ONE WORLD FINANCIAL CENTER, NEW YORK, NY 10281
AT 2:30 P.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 October 14, 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
OCTOBER 14, 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 OCTOBER 14,
1997 AT THE OFFICES OF OPPENHEIMER & CO., INC., 40TH FLOOR,
ONE WORLD FINANCIAL CENTER, NEW YORK, NY 10281 AT
2:30 P.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 October 14, 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
OCTOBER 14, 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 OCTOBER 14,
1997 AT THE OFFICES OF OPPENHEIMER & CO., INC., 40TH FLOOR,
ONE WORLD FINANCIAL CENTER, NEW YORK, NY 10281 AT 2:30 P.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.
February 11, 1998
To the Trustees of
OCC Accumulation Trust
In planning and performing our audit of the financial statements
of OCC Accumulation Trust (the "Fund") for the year ended
December 31, 1997, we considered its internal control,
including control activities for safeguarding securities, in order
to determine our auditing procedures for the purpose of expressing
our opinion on the financial statements and to complywith the
requirements of Form N-SAR, not to provide assurance on internal
control. The management of the Fund is responsible for
establishing and maintaining internal control. In fulfilling this
responsibility, estimates and judgments by management are required
to assess the expected benefits and related costs of control activities.
Generally, control activities that are relevant to an audit pertain to
the entity's objective of preparing financial statements for external
purposes that are fairly presented in conformity with generally
accepted accounting principles. Those control activities include
the safeguarding of assets against unauthorized acquisition, use or dis-
position. Because of inherent limitations in internal control, errors or
irregularities may occur and not be detected. Also, projection of any
evaluation of internal control to future periods is subject to the risk
that it may become inadequate because of changes in conditions or
that the effectiveness of the design and operation may deteriorate.
Our consideration of internal control would not necessarily disclose
all matters in internal control that might be material weaknesses under
standards established by the American Institute of Certified Public
Accountants. A material weakness is a condition in which the design
or operation of any specific internal control components does not reduce
to a relatively low level the risk that errors or irregularities in amounts
that would be material in relation to the financial statements being
audited may occur and not be detected within a timely period by
employees in the normal course of performing their assigned functions.
However, we noted no matters involving internal control, including
control activities for safeguarding securities, that we consider to be
material weaknesses as defined above as of December 31, 1997.
This report is intended solely for the information and use of management
and the Board of Directors of the Fund and the Securities and Exchange
Commission.
PRICE WATERHOUSE LLP
OCC ACCUMULATION TRUST
Report of Inspectors
To the Secretary of the Special Meeting of Shareholders of
OCC ACCUMULATION TRUST:
We, the Inspectors, appointed to act at the Special Meeting of
Shareholders of the OCC Accumulation Trust (the "Trust"), held at the
offices of Oppenheimer & Co., 40th Floor, One World Financial Center,
New York, New York on October 14, 1997 at 2:30 a.m., New York Time,
do hereby certify that:
PART I:
QUORUM - EQUITY PORTFOLIO
1. The total number of votes eligible to be cast at said
Meeting of Shareholders, determined at the close of business on August 21,
1997, the record date fixed by the Trust's Board of Trustees for
determination of the number of votes and fractions thereof that may be cast
at said Meeting and of those persons entitled to notice of and to vote
at said Meeting, is 825,197 for the Equity Portfolio of the Trust.
2. There are present at said Meeting, in person or by proxy,
persons entitled to cast 825,197 votes for the Equity Portfolio of the Trust.
3. There being present at said Meeting, either in person or
by proxy, persons entitled to cast more than 50% of the total number of
votes eligible to be cast thereat for the Equity Portfolio of the Trust, a
quorum is present for the transaction of business for the Equity
Portfolio of the Trust.
QUORUM - GLOBAL EQUITY PORTFOLIO
4. The total number of votes eligible to be cast at said
Meeting of Shareholders, determined at the close of business on August 21,
1997, the record date fixed by the Trust's Board of Trustees for
determination of the number of votes and fractions thereof that may
be cast at said Meeting and of those persons entitled to notice of and
to vote at said Meeting, is 1,689,333 for the Global Equity Portfolio
of the Trust.
5. There are present at said Meeting, in person or by proxy,
persons entitled to cast 1,689,333 votes for the Global Equity Portfolio
of the Trust.
6. There being present at said Meeting, either in person or
by proxy, persons entitled to cast more than 50% of the total number of votes
eligible to be cast thereat for the Global Equity Portfolio of the Trust,
a quorum is present for the transaction of business for the Global
Equity Portfolio of the Trust.
QUORUM - MANAGED PORTFOLIO
7. The total number of votes eligible to be cast at said
Meeting of Shareholders, determined at the close of business on August
21, 1997, the record date fixed by the Trust's Board of Trustees for
determination of the number of votes and fractions thereof that may
be cast at said Meeting and of those persons entitled to notice of and
to vote at said Meeting, is 7,722,267 for the Managed Portfolio of the
Trust.
8. There are present at said Meeting, in person or by proxy,
persons entitled to cast 7,722,267 votes for the Managed Portfolio of the
Trust.
9. There being present at said Meeting, either in person
or by proxy, persons entitled to cast more than 50% of the total number
of votes eligible to be cast thereat for the Managed Portfolio of the Trust,
a quorum is present for the transaction of business for
the Managed Portfolio of the Trust.
QUORUM - SMALL CAP PORTFOLIO
10. The total number of votes eligible to be cast at said Meeting
of Shareholders, determined at the close of business on August 21, 1997,
the record date fixed by the Trust's Board of Trustees for determination of
the number of votes and fractions thereof that may be cast at said Meeting
and of those persons entitled to notice of and to vote at said Meeting, is
2,663,149 for the Small Cap Portfolio of the Trust.
11. There are present at said Meeting, in person or by proxy,
persons entitled to cast 2,663,149 votes for the Small Cap Portfolio of
the Trust.
12. There being present at said Meeting, either in person or
by proxy, persons entitled to cast more than 50% of the total number of
votes eligible to be cast thereat for the Small Cap Portfolio of the Trust,
a quorum is present for the transaction of business for the Small Cap
Portfolio of the Trust.
QUORUM - U.S. GOVERNMENT INCOME PORTFOLIO
13. The total number of votes eligible to be cast at said Meeting
of Shareholders, determined at the close of business on August 21, 1997,
the record date fixed by the Trust's Board of Trustees for determination of
the number of votes and fractions thereof that may be cast at said Meeting
and of those persons entitled to notice of and to vote at said Meeting, is
648,709 for the U.S. Government Income Portfolio of the Trust.
14. There are present at said Meeting, in person or by proxy,
persons entitled to cast 648,709 votes for the U.S. Government Income
Portfolio of the Trust.
15. There being present at said Meeting, either in person or
by proxy, persons entitled to cast more than 50% of the total number of votes
eligible to be cast thereat for the U.S. Government Income Portfolio of the
Trust, a quorum is present for the transaction of business for the U.S.
Government Income Portfolio of the Trust.
QUORUM - MONEY MARKET PORTFOLIO
16. The total number of votes eligible to be cast at said Meeting
of Shareholders, determined at the close of business on August 21, 1997, the
record date fixed by the Trust's Board of Trustees for determination of the
number of votes and fractions thereof that may be cast at said Meeting and
of those persons entitled to notice of and to vote at said Meeting, is
4,520,350 for the Money Market Portfolio of the Trust.
17. There are present at said Meeting, in person or by proxy,
persons entitled to cast 4,520,350 votes for the Money Market Portfolio
of the Trust.
18. There being present at said Meeting, either in person or by proxy,
persons entitled to cast more than 50% of the total number of votes eligible
to be cast thereat for the Money Market Portfolio of the Trust, a quorum is
present for the transaction of business for the Money Market Portfolio
of the Trust.
PART II:
19. We received the ballots cast by all persons present, in person
or represented by voting instructions, at said Meeting and entitled to vote
thereat, with respect to the adoption of the following resolution, and did
count and tabulate the votes so cast:
RESOLVED, that the investment advisory agreement between
the Trust and OpCap Advisors is hereby approved.
20. The votes cast at said meeting were cast as follows:
For
Against
Abstain
Total Votes
Cast
Shares Not
Voted
Equity Portfolio
811,595
3,675
9,927
825,197
0
Global Equity
Portfolio
1,615,707
845
72,781
1,689,333
0
Managed
Portfolio
7,335,822
74,043
312,402
7,722,267
0
Small Cap
Portfolio
2,507,304
42,542
113,303
2,663,149
0
U.S.
Government
Income Portfolio
621,880
13,889
12,940
648,709
0
Money Market
Portfolio
4,520,350
0
0
4,520,350
0
21. The number of votes cast at the Special Meeting, for the
adoption of said resolution, being more than 50% of the total number
of outstanding votes for each Portfolio, said resolution is hereby declared
to have been duly adopted and the investment advisory agreement between
the Trust and OpCap Advisors is hereby declared to have been duly approved.
IN TESTIMONY WHEREOF, we have hereunto set our hands this __ th day
of October, 1997.
_________________________
Thomas E. Duggan
_________________________
Elliot Weiss
State of }
County of }:ss
Subscribed and sworn to before
me this ____ th day of October, 1997
_________________________________
Notary Public
(G:\FUNDS\ASSET\WORD\PXREPOR1.097)
