<PAGE>
OCC ACCUMULATION TRUST
MID CAP PORTFOLIO
SEMI-ANNUAL REPORT
JUNE 30, 2000
MANAGED BY
[LOGO]
<PAGE>
OCC ACCUMULATION TRUST
MID CAP PORTFOLIO
MANAGED BY
[LOGO]
2000 SEMI-ANNUAL REPORT
The Mid Cap Portfolio (the "Portfolio") continued its strong performance during
the first half of 2000, providing a total return of 15.3%, more than double the
7.0% return of its benchmark, the Wilshire Midcap 750 Index (the "Wilshire
750"). The Wilshire 750 is an unmanaged index of 750 mid-sized corporations
weighted by market capitalization. The Portfolio invests in companies with stock
market capitalizations (the market value of a company's common shares
outstanding) between $500 million and $5 billion at time of purchase.
Our goal in managing the Portfolio is to generate excellent long-term results
with below-market risk. We attribute the Portfolio's favorable performance to
our ongoing emphasis on companies which feature strong cash flow, earnings
growth and return on capital, available at reasonable valuations.
For the twelve months ended June 30, 2000, the Portfolio's total return of 34.0%
exceeded the 22.4% return of the Wilshire 750. From its inception on
February 9, 1998 through June 30, 2000, the Portfolio provided an average annual
total return of 14.4% compared to 15.9% for the Wilshire 750. Returns for the
Portfolio take into account expenses incurred by the Portfolio, but not other
charges imposed by the Variable Accounts.
Anadarko Petroleum was the top contributor to performance during the six months
ended June 30, 2000, advancing in part because of the recent increase in energy
prices. The company has a superior reserve position and strong capabilities in
exploration and production, and has the potential for improving the performance
of its recently acquired Union Pacific Resources business. The second biggest
contributor was PerkinElmer, a maker of analytical instrumentation and
diagnostic equipment, which reported continued strong financial results. Other
contributors included semiconductor distributor Arrow Electronics, diversified
manufacturer Carlisle Companies and cosmetics company Avon Products. In the case
of Avon, its share price gained in response to increased domestic sales
resulting from the aggressive marketing initiatives of its new management team.
The holding that detracted most from performance was Parker Hannifin, one of the
world's leading hydraulic and industrial component companies, which dropped
after making an automotive seals acquisition that was received poorly by the
stock market. Parker Hannifin's fundamental business continues to be solid.
Sabre Group, which provides electronic distribution of travel information,
declined due to disappointments in gaining new information technology
outsourcing contracts. Sabre's core computer reservations system has been
showing solid results and gaining market share.
Emmis Communications, another detractor, fell as the market overreacted to its
large television acquisition, which repositioned the company to generate
approximately half its revenues from radio operations and half from television
operations. We increased our holdings on price weakness, and the stock
subsequently rebounded late in the period. Emmis likely will soon split into
separate radio and television companies, which could further boost the stock.
Rockwell International declined after posting slower-than-expected automation
orders. Lamar Advertising was down due to investor concerns that Clear Channel
Communications, which plans to acquire AMFM Inc., might be required by the
Department of Justice to divest AMFM's approximately 30% ownership of Lamar as a
condition for approval of the acquisition. Even if this does occur, creating
temporary oversupply of the shares, we continue to like the stock. As one of the
largest outdoor advertising (billboard) companies in the country, Lamar features
superb management, dependable growth and generates strong cash flow.
In June, we established a position in capacitor company AVX after its stock had
fallen on investor rumors of a slight easing of shortages in tantalum
capacitors, a key component in cellular phones. Contrary to
<PAGE>
these fears, we believe supplies remain tight and that AVX's share price will
rebound. Other recent purchases include Tektronix (testing, measuring and
monitoring equipment), Zebra Technologies (bar code labeling equipment and
supplies) and Textron (diversified manufacturing and services company).
We sold American National Can after the company accepted a buyout offer from
British packaging company Rexam, sending the share price upward. We decided to
take the sure profit rather than wait for completion of the deal. We sold
freight forwarder EGL because of uncertainty surrounding lawsuits brought
against the company by the Equal Employment Opportunity Commission, and sold
electronics contract manufacturer Jabil Circuit on price appreciation. Other
sales included W. W. Grainger (distributor of maintenance, repair and operating
supplies and services) and Waters (analytical instrumentation).
At June 30, 2000, the Portfolio's net assets were invested 94.2% in common stock
and 4.8% in short-term investments, compared with 88.5% in common stock and
12.6% in short-term investments six months earlier. The Portfolio's five largest
holdings at the end of June were Applied Power, the largest contract
manufacturer of electronic enclosures, as well as a diversified producer of
tools, equipment and systems, representing 4.5% of the Portfolio's net assets;
Carlisle Companies, a multi-industry manufacturing company, 4.4% of net assets;
Arrow Electronics, which distributors electronic components and computer
products, 3.9% of net assets; Parker Hannifin, a worldwide manufacturer of
motion control and fluid processing products for industrial and aerospace
markets, 3.8% of net assets; and Young & Rubicam, an advertising and marketing
communications company, 3.7% of net assets.
The top five industry positions were: electronics, representing 22.3% of the
Portfolio's net assets; insurance, 9.3% of net assets; advertising, 8.9% of net
assets; manufacturing, 7.7% of net assets; and energy, 7.7% of net assets.
<PAGE>
OCC ACCUMULATION TRUST
MID CAP PORTFOLIO
SCHEDULE OF INVESTMENTS
JUNE 30, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
SHARES VALUE
------ -----------
<C> <S> <C>
COMMON STOCK -- 94.2%
ADVERTISING -- 8.9%
6,450 Lamar Advertising Co.*...................................... $ 279,366
4,100 WPP Group plc ADR........................................... 297,762
7,200 Young & Rubicam, Inc........................................ 411,750
-----------
988,878
-----------
COMPUTER SERVICES -- 1.1%
4,350 Sabre Group Holdings, Inc.*................................. 123,975
-----------
COMPUTER -- 2.6%
1,400 Tektronix, Inc.............................................. 103,600
11,700 Viasystems Group, Inc.*..................................... 189,394
-----------
292,994
-----------
CONGLOMERATES -- 2.5%
2,000 PerkinElmer, Inc............................................ 132,250
2,600 Textron, Inc................................................ 141,213
-----------
273,463
-----------
CONSUMER PRODUCTS -- 3.1%
7,800 Avon Products, Inc.......................................... 347,100
-----------
DRUGS & MEDICAL PRODUCTS -- 2.7%
5,300 Teva Pharmaceutical Industries Ltd. ADR..................... 293,819
-----------
ELECTRONICS -- 22.3%
13,900 Arrow Electronics, Inc.*.................................... 430,900
5,300 Avnet, Inc.................................................. 314,025
9,600 AVX Corp. .................................................. 220,200
12,200 General Semiconductor, Inc.*................................ 179,950
7,150 Molex, Inc. ................................................ 250,250
12,300 Parker Hannifin Corp. ...................................... 421,275
8,850 Rockwell International Corp. ............................... 278,775
9,100 Solectron Corp.*............................................ 381,063
-----------
2,476,438
-----------
ENERGY -- 7.7%
7,200 Anadarko Petroleum Corp..................................... 355,050
14,900 Applied Power, Inc.......................................... 499,150
-----------
854,200
-----------
ENTERTAINMENT -- 3.5%
8,500 SFX Entertainment, Inc.*.................................... 385,156
-----------
</TABLE>
<PAGE>
OCC ACCUMULATION TRUST
MID CAP PORTFOLIO
SCHEDULE OF INVESTMENTS
JUNE 30, 2000
(UNAUDITED) (CONTINUED)
<TABLE>
<CAPTION>
SHARES VALUE
------ -----------
<C> <S> <C>
COMMON STOCK (CONCLUDED)
FINANCIAL SERVICES -- 4.7%
7,700 Countrywide Credit Industries, Inc.......................... $ 233,406
12,300 John Hancock Financial Services, Inc.*...................... 291,356
-----------
524,762
-----------
FOOD SERVICES -- 1.1%
2,450 Hershey Foods Corp.......................................... 118,825
-----------
INSURANCE -- 9.3%
5,700 ACE Ltd..................................................... 159,600
6,200 Everest Reinsurance Holdings, Inc........................... 203,825
10,500 Protective Life Corp. ...................................... 279,562
3,000 RenaissanceRe Holdings Ltd. ................................ 130,687
4,800 XL Capital Ltd.............................................. 259,800
-----------
1,033,474
-----------
MACHINERY/ENGINEERING -- 3.0%
5,750 Dover Corp.................................................. 233,234
2,300 Zebra Technologies Corp..................................... 101,919
-----------
335,153
-----------
MANUFACTURING -- 7.7%
10,900 Carlisle Cos., Inc.......................................... 490,500
15,125 Crane Co. .................................................. 367,727
-----------
858,227
-----------
MEDIA/BROADCASTING -- 6.2%
4,193 AMFM, Inc.*................................................. 289,317
9,600 Emmis Communications Corp.*................................. 397,200
-----------
686,517
-----------
REAL ESTATE -- 3.0%
15,800 ProLogis Trust.............................................. 336,738
-----------
TECHNOLOGY -- 0.7%
2,800 Dionex Corp.*............................................... 74,900
-----------
TRANSPORTATION -- 4.1%
8,350 Canadian Pacific Ltd........................................ 218,665
3,700 Forward Air Corp.*.......................................... 148,000
1,500 Landstar System, Inc.*...................................... 89,343
-----------
456,008
-----------
Total Common Stock (cost-$9,307,435)........................ 10,460,627
-----------
</TABLE>
<PAGE>
OCC ACCUMULATION TRUST
MID CAP PORTFOLIO
SCHEDULE OF INVESTMENTS
JUNE 30, 2000
(UNAUDITED) (CONCLUDED)
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT VALUE
--------------------- -----------
<C> <S> <C> <C>
U.S. GOVERNMENT AGENCY DISCOUNT NOTES -- 4.8%
Federal Home Loan Bank, 6.57%, 7/3/00
$541 (amortized cost-$540,803)......................................... $ 540,803
-----------
Total Investments (cost-$9,848,238)..................... 99.0% 11,001,430
Other assests less liabilities.......................... 1.0 107,558
----- -----------
Net Assets.............................................. 100.0% $11,108,988
===== ===========
</TABLE>
------------------------------
* Non-income producing security
ADR - American Depositary Receipt
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
<PAGE>
OCC ACCUMULATION TRUST
MID CAP PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 2000
(UNAUDITED)
<TABLE>
<S> <C>
ASSETS:
Investments, at value (cost-$9,848,238)..................... $11,001,430
Cash........................................................ 300
Receivable for investments sold............................. 74,869
Receivable from shares of beneficial interest sold.......... 255,288
Dividends receivable........................................ 4,065
Prepaid expenses............................................ 3,875
-----------
Total Assets.............................................. 11,339,827
-----------
LIABILITIES:
Payable for investments purchased........................... 225,944
Investment advisory fee payable............................. 3,733
Trustees' retirement plan payable........................... 311
Accrued expenses............................................ 851
-----------
Total Liabilities......................................... 230,839
-----------
Net Assets.............................................. $11,108,988
===========
COMPOSITION OF NET ASSETS:
Beneficial interest shares of $0.01 par value (unlimited
number authorized)........................................ $ 8,575
Paid-in-capital in excess of par............................ 9,203,069
Accumulated undistributed net investment income............. 43,455
Accumulated net realized gain on investments................ 700,697
Net unrealized appreciation of investments.................. 1,153,192
-----------
Net Assets.............................................. $11,108,988
===========
Shares outstanding.......................................... 857,541
-----------
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER
SHARE..................................................... $12.95
===========
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
<PAGE>
OCC ACCUMULATION TRUST
MID CAP PORTFOLIO
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2000
(UNAUDITED)
<TABLE>
<S> <C>
INVESTMENT INCOME:
Dividends (net of foreign withholding taxes of $403)...... $ 68,055
Interest.................................................. 17,157
----------
Total investment income................................. 85,212
----------
EXPENSES:
Investment advisory fees.................................. 33,406
Custodian fees............................................ 10,034
Audit and tax service fees................................ 6,275
Transfer agent fees....................................... 1,658
Reports to shareholders................................... 942
Trustees' fees and expenses............................... 794
Insurance expense......................................... 326
Miscellaneous............................................. 316
----------
Total expenses.......................................... 53,751
Less: Investment advisory fees waived................... (11,810)
Expense offset..................................... (184)
----------
Net expenses............................................ 41,757
----------
Net investment income................................. 43,455
----------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments.......................... 798,048
Net change in unrealized appreciation/depreciation of
investments............................................. 559,677
----------
Net realized and unrealized gain on investments....... 1,357,725
----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........ $1,401,180
==========
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
<PAGE>
OCC ACCUMULATION TRUST
MID CAP PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
JUNE 30, 2000 YEAR ENDED
(UNAUDITED) DECEMBER 31, 1999
------------- -----------------
<S> <C> <C>
OPERATIONS:
Net investment income....................................... $ 43,455 $ 21,476
Net realized gain on investments............................ 798,048 268,712
Net change in unrealized appreciation/depreciation of
investments............................................... 559,677 582,994
----------- ----------
Net increase in net assets resulting from operations.... 1,401,180 873,182
=========== ==========
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income....................................... -- (21,476)
Net realized gains.......................................... (253,599) (104,145)
----------- ----------
Total dividends and distributions to shareholders....... (253,599) (125,621)
=========== ==========
SHARE TRANSACTIONS:
Net proceeds from the sale of shares........................ 5,917,434 4,615,546
Reinvestment of dividends and distributions................. 253,599 125,621
Cost of shares redeemed..................................... (1,591,559) (1,991,819)
----------- ----------
Net increase in net assets from share transactions...... 4,579,474 2,749,348
----------- ----------
Total increase in net assets.......................... 5,727,055 3,496,909
NET ASSETS:
Beginning of year........................................... 5,381,933 1,885,024
----------- ----------
End of period (including undistributed net investment income
of $43,455 at June 30, 2000).............................. $11,108,988 $5,381,933
=========== ==========
SHARES ISSUED AND REDEEMED:
Issued...................................................... 500,973 462,769
Issued in reinvestment of dividends and distributions....... 23,613 10,801
Redeemed.................................................... (129,716) (203,400)
----------- ----------
Net increase............................................ 394,870 270,170
=========== ==========
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
<PAGE>
OCC ACCUMULATION TRUST
MID CAP PORTFOLIO
FINANCIAL HIGHLIGHTS
FOR A SHARE OF BENEFICIAL INTEREST OUSTANDING THROUGHOUT EACH PERIOD:
<TABLE>
<CAPTION>
SIX MONTHS FOR THE PERIOD
ENDED FEBRUARY 9, 1998(1)
JUNE 30, 2000 YEAR ENDED TO
(UNAUDITED) DECEMBER 31, 1999 DECEMBER 31, 1998
------------- ----------------- -------------------
<S> <C> <C> <C>
Net asset value, beginning of period.............. $11.63 $ 9.79 $10.00
------- ------ ------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income............................. 0.05 0.05 0.05
Net realized and unrealized gain (loss) on
investments..................................... 1.65 2.07 (0.21)
------- ------ ------
Total income (loss) from investment
operations.................................... 1.70 2.12 (0.16)
------- ------ ------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income............................. -- (0.05) (0.05)
Net realized gains................................ (0.38) (0.23) --
------- ------ ------
Total dividends and distributions to
shareholders.................................. (0.38) (0.28) (0.05)
------- ------ ------
Net asset value, end of period.................... $12.95 $11.63 $ 9.79
======= ====== ======
TOTAL RETURN (2).................................. 15.3% 21.6% (1.6)%
======= ====== ======
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's)................. $11,109 $5,382 $1,885
Ratio of expenses to average net assets (3)(4).... 1.00%(5) 1.03% 1.05%(5)
Ratio of net investment income to average net
assets (4)...................................... 1.04%(5) 0.62% 0.78%(5)
Portfolio Turnover................................ 54% 108% 38%
</TABLE>
------------------------------
(1) Commencement of operations.
(2) Assumes reinvestment of all dividends and distributions. Total return for a
period of less than one year is not annualized.
(3) Inclusive of expenses offset by earnings credits from custodian bank (See 1G
in Notes to Financial Statements).
(4) During the fiscal periods indicated above, the Adviser waived its fee and
assumed a portion of the Portfolio's expenses. If such waivers and
assumptions had not been in effect, the ratios of expenses to average net
assets and the ratios of net investment income (loss) to average net assets
would have been 1.29% (annualized) and 0.75% (annualized), respectively for
six months ended June 30, 2000, 1.70% and (0.05%), respectively, for the
year ended December 31, 1999, and 4.28% (annualized) and (2.45%),
(annualized), respectively, for the period February 9, 1998 (commencement of
operations) to December 31, 1998.
(5) Annualized.
<PAGE>
OCC ACCUMULATION TRUST
MID CAP PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
(UNAUDITED)
(1) ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
OCC Accumulation Trust (the "Trust") was organized May 12, 1994 as a
Massachusetts business trust and is registered under the Investment Company Act
of 1940, as amended, as a diversified, open-end management investment company.
The Trust is authorized to issue an unlimited number of shares of beneficial
interest at $0.01 par value. The Trust is comprised of: the Equity Portfolio,
the Small Cap Portfolio, the Global Equity Portfolio, the Managed Portfolio, the
U.S. Government Income Portfolio, the Mid Cap Portfolio (the "Portfolio"), and
the Science & Technology Portfolio. OpCap Advisors (the "Adviser"), a
wholly-owned subsidiary of Oppenheimer Capital, serves as the Trust's investment
adviser. The accompanying financial statement and notes thereto are those of the
Portfolio. The Trust is an investment vehicle for variable annuity and variable
life insurance contracts of various life insurance companies and qualified
pension and retirement plans.
The following is a summary of significant accounting policies consistently
followed by the Portfolio in the preparation of its financial statements:
(A) VALUATION OF INVESTMENTS
Investment securities, other than debt securities, listed on a national
securities exchange or traded in the over-the-counter National Market System are
valued each business day at the last reported sale price; if there are no such
reported sales, securities are valued at their last quoted bid price. Other
securities traded over-the-counter and not part of the National Market System
are valued at the last quoted bid price. Debt securities (other than short-term
obligations) are valued each business day by an independent pricing service
(approved by the Board of Trustees) using methods which include current market
quotations from a major market maker and trader-reviewed "matrix" prices.
Short-term debt securities having a remaining maturity of sixty days or less are
valued at amortized cost or amortized value, which approximates market value.
Any securities or other assets for which market quotations are not readily
available are valued at fair value as determined in good faith by the Board of
Trustees. The ability of issuers of debt instruments to meet their obligations
may be affected by economic developments in a specific industry or region.
(B) FEDERAL INCOME TAXES
It is the Portfolio's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute
substantially all of its taxable income to shareholders; accordingly, no federal
income tax provision is required.
(C) INVESTMENT TRANSACTIONS AND OTHER INCOME
Investment transactions are accounted for on the trade date. In determining the
gain or loss from the sale of investments, the cost of investments sold has been
determined on the basis of identified cost. Interest income is accrued as
earned. Discounts or premiums on debt securities purchased are accreted or
amortized to interest income over the lives of the respective securities using
the effective method.
(D) DIVIDENDS AND DISTRIBUTIONS
Dividends and distributions to shareholders from net investment income and net
realized capital gains, if any, are declared and paid at least annually.
The Portfolio records dividends and distributions to its shareholders on the
ex-dividend date. The amount of dividends and distributions is determined in
accordance with federal income tax regulations, which may differ from generally
accepted accounting principles. These "book-tax" differences are either
considered temporary or permanent in nature. To the extent these differences are
permanent in nature, such amounts are reclassified within the capital accounts
based on their federal income tax treatment; temporary differences do not
require reclassification. To the extent dividends and/or distributions exceed
current and
<PAGE>
OCC ACCUMULATION TRUST
MID CAP PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
(UNAUDITED) (CONTINUED)
(1) ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES --CONTINUED
accumulated earnings and profits for federal income tax purposes, they are
reported as dividends and/or distributions of paid-in-capital or as a tax return
of capital.
(E) ALLOCATION OF EXPENSES
Expenses specifically identifiable to a particular portfolio are borne by that
portfolio. Other expenses are allocated to each portfolio based on its net
assets in relation to the total net assets of all applicable portfolios of the
Trust or another reasonable basis.
(F) USE OF ESTIMATES
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts and disclosures in the financial statements. Actual
results could differ from those estimates.
(G) EXPENSE OFFSET
The Portfolio benefits from an expense offset arrangement with its custodian
bank whereby uninvested cash balances earn credits that reduce custodian fees.
Had these cash balances been invested in income producing securities, they would
have generated income for the Portfolio.
(H) TRUSTEES' RETIREMENT PLAN
The Trustees have adopted a Retirement Plan (the "Plan") effective January 1,
1999. The Plan provides for payments upon retirement to independent Trustees
based on the average annual compensation paid to them during their five highest
paid years of service. An independent Trustee must serve for a minimum of seven
years (or such lessor period as may be approved by the Board of Trustees) to
become eligible to receive benefits. For the six months ended June 30, 2000, the
Portfolio accrued $187 in connection with the Plan.
(2) INVESTMENT ADVISORY FEE
The investment advisory fee is accrued daily and payable monthly to the Adviser,
and is computed as a percentage of the Portfolio's net assets as of the close of
business each day at the annual rate of 0.80% on the first $400 million of net
assets, 0.75% on the next $400 million of net assets and 0.70% thereafter. The
Adviser is contractually obligated to waive that portion of the advisory fee and
to assume any necessary expense to limit total operating expenses of the
Portfolio to 1.00% of average net assets (net of any expense offset) on an
annual basis.
(3) INVESTMENTS IN SECURITIES
For federal income tax purposes the cost of securities owned at June 30, 2000
was $9,848,238. Accordingly, net unrealized appreciation of investments of
$1,153,192 was composed of gross appreciation of $1,474,075 for those
investments having an excess of value over cost and gross depreciation of
$320,883 for those investments having an excess of cost over value.
For the six months ended June 30, 2000, purchases and sales of investment
securities, other than short-term securities, aggregated $8,596,541 and
$4,270,768, respectively.
<PAGE>
OCC ACCUMULATION TRUST
MID CAP PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
(UNAUDITED) (CONCLUDED)
(4) ACQUISITION OF INVESTMENT ADVISER
On May 5, 2000 the general partners of PIMCO Advisors closed the transactions
contemplated by the Implementation and Merger Agreement dated as of October 31,
1999 ("Implementation Agreement"), as amended March 3, 2000, with Allianz of
America, Inc., Pacific Asset Management LLC, PIMCO Partners LLC, PIMCO Holding
LLC, PIMCO Partners, G.P., and other parties to the Implementation Agreement. As
a result of completing these transactions, PIMCO Advisors is now majority-owned
indirectly by Allianz AG, with subsidiaries of Pacific Life Insurance Company
retaining a significant minority interest. Allianz AG is a German based insurer.
Pacific Life Insurance Company is a Newport Beach, California based insurer. For
the Portfolio, the change of control as a result of the closing of the
Implementation Agreement resulted in the automatic termination of the current
investment advisory agreement with OpCap Advisors. Prior to the closing of the
Implementation Agreement, the Board of Trustees and stockholders of the
Portfolio approved a new agreement with OpCap Advisors to become effective upon
the closing of the Implementation Agreement.
(5) SPECIAL MEETING OF SHAREHOLDERS
The Portfolio held a special meeting of shareholders on March 3, 2000.
Shareholders voted to: 1) approve a new investment advisory agreement between
OpCap Advisors and the Portfolio; 2) elect V. Lee Barnes, Paul Y. Clinton,
Thomas W. Courtney, Lacy B. Herrmann, Joseph M. La Motta and Theodore Mason as
Trustees of the Portfolio; and, 3) ratifiy the appointment of
PricewaterhouseCoopers LLP as independent accountants for the fiscal year ending
December 31, 2000.
The resulting vote count for each proposal is indicated below.
<TABLE>
<CAPTION>
WITHHHOLD
AFFIRMATIVE AGAINST AUTHORITY
----------- -------- ---------
<S> <C> <C> <C>
1. Approval of new Investment Advisory Agreement between
OpCap Advisors and the Portfolio:......................... 273,885 -- 58,644
2. Election of Trustees:
V. Lee Barnes............................................. 294,783 -- 37,746
Paul Y. Clinton........................................... 294,012 -- 38,517
Thomas W. Courtney........................................ 294,783 -- 37,746
Lacy B. Herrmann.......................................... 294,783 -- 37,746
Joseph M. La Motta........................................ 294,783 -- 37,746
Theodore T. Mason......................................... 294,783 -- 37,746
</TABLE>
<TABLE>
<S> <C> <C> <C>
3. Ratification of the appointment of PricewaterhouseCoopers LLP
as the Portfolio's independent accountants for the fiscal
year
ending December 31, 2000.................................. 294,647 -- 37,882
</TABLE>
<PAGE>
OCC ACCUMULATION TRUST
1345 AVENUE OF THE AMERICAS
NEW YORK, NY 10105
<TABLE>
<S> <C>
TRUSTEES AND PRINCIPAL OFFICERS
Susan A. Murphy President
Joseph M. LaMotta Trustee & Chairman
V. Lee Barnes Trustee
Paul Y. Clinton Trustee
Thomas W. Courtney Trustee
Lacy B. Herrmann Trustee
Theodore T. Mason Trustee
Steven Calabria Vice President
Bernard H. Garil Vice President
Jeffrey J. Hughes Vice President
Eric V. Retzlaff Vice President
Kenneth W. Corba Vice President and Portfolio Manager
Mark F. Degenhart Vice President and Portfolio Manager
Michael F. Gaffney Vice President and Portfolio Manager
John C. Giusio, Jr. Vice President and Portfolio Manager
Richard J. Glasebrook, II Vice President and Portfolio Manager
Colin Glinsman Vice President and Portfolio Manager
Louis Goldstein Vice President and Portfolio Manager
William Gross Vice President and Portfolio Manager
Benjamin D. Gutstein Vice President and Portfolio Manager
Vikki Hanges Vice President and Portfolio Manager
Elisa A. Mazen Vice President and Portfolio Manager
Dennis McKechnie Vice President and Portfolio Manager
Jeffrey D. Parker Vice President and Portfolio Manager
Brian S. Shlissel Treasurer
Elliot M. Weiss Secretary
</TABLE>
INVESTMENT ADVISER
OpCap Advisors
1345 Avenue of the Americas
New York, NY 10105
CUSTODIAN AND TRANSFER AGENT
State Street Corp.
P.O. Box 1978
Boston, MA 02105
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP
1177 Avenue of the Americas
New York, NY 10036
This report is authorized for distribution only
to shareholders and to others who have received
a copy of this Trust's prospectus.
