-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OgSrvYZA7azQPhEtY03sDzrmPNl2Zg90hQAHo0rqJ61sahIZVIb6OfU7mw6rHkg7 14BOtgFxxJ3s/HC3qcImug== 0000752737-96-000025.txt : 19961225 0000752737-96-000025.hdr.sgml : 19961225 ACCESSION NUMBER: 0000752737-96-000025 CONFORMED SUBMISSION TYPE: N14AE24/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961224 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPPENHEIMER VARIABLE ACCOUNT FUNDS CENTRAL INDEX KEY: 0000752737 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 840974272 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N14AE24/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-12249 FILM NUMBER: 96685671 BUSINESS ADDRESS: STREET 1: 3410 S GALENA ST CITY: DENVER STATE: CO ZIP: 80231 BUSINESS PHONE: 3036713200 MAIL ADDRESS: STREET 2: 3410 S GALENA ST CITY: DENVER STATE: CO ZIP: 80231 FORMER COMPANY: FORMER CONFORMED NAME: OPPENHEIMER VARIABLE LIFE FUNDS DATE OF NAME CHANGE: 19860609 N14AE24/A 1 OPPENHEIMER VARIABLE ACCOUNT FUND As filed with the Securities and Exchange Commission on December 24, 1996 Registration No. 333-12249 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X / PRE-EFFECTIVE AMENDMENT NO. / / POST-EFFECTIVE AMENDMENT NO. 1 / X / OPPENHEIMER VARIABLE ACCOUNT FUNDS (Exact Name of Registrant as Specified in Charter) 3410 South Galena Street, Denver, Colorado 80231-5099 (Address of Principal Executive Offices) 212-323-0200 (Registrant's Telephone Number) Andrew J. Donohue, Esq. Executive Vice President & General Counsel OppenheimerFunds, Inc. Two World Trade Center, New York, New York 10048-0203 (212) 323-0256 (Name and Address of Agent for Service) No filing fee is due because the Registrant has previously registered an indefinite number of shares under Rule 24f-2; a Rule 24f-2 notice for the year ended December 31, 1995 was filed on February 28, 1996. Pursuant to Rule 429, this Registration Statement relates to shares previously registered by the Registrant on Form N-1A (Reg. No. 2- 93177; 811-4108). CONTENTS OF REGISTRATION STATEMENT This Registration Statement contains the following pages and documents: Front Cover Contents Page Cross-Reference Sheet Part A Proxy Statement and Prospectus for JP Investment Grade Bond Fund, Inc. and Prospectus for Oppenheimer Bond Fund, a series of Oppenheimer Variable Account Funds Proxy Statement and Prospectus for JP Capital Appreciation Fund, Inc. and Prospectus for Oppenheimer Growth Fund, a series of Oppenheimer Variable Account Funds Part B Statement of Additional Information Part C Other Information Signatures Exhibits FORM N-14 OPPENHEIMER VARIABLE ACCOUNT FUNDS Cross Reference Sheet Proxy Statement and Prospectus of JP Investment Grade Bond Fund, Inc. and Prospectus of Oppenheimer Bond Fund Part A of Form N-14 Item No. Proxy Statement and Prospectus Heading and/or Title of Document - --------- --------------------------------------------------------- - ------ 1 (a) Cross Reference Sheet (b) Front Cover Page (c) * 2 (a) * (b) Table of Contents 3 (a) Comparative Fee Tables (b) Synopsis (c) Principal Risk Factors 4 (a) Synopsis; Approval or Disapproval of the Reorganization; Comparison between Bond Fund and JP Fund; Miscellaneous (b) Approval or Disapproval of the Reorganization - Capitalization Table 5 (a) Registrant's Prospectus; Comparison Between Bond Fund and JP Fund (b) * (c) * (d) * (e) Miscellaneous (f) Miscellaneous 6 (a) Prospectus of JP Investment Grade Bond Fund, Inc.; Annual Report of JP Investment Grade Bond Fund, Inc.; Comparison Between Bond Fund and JP Fund (b) Miscellaneous (c) * (d) * 7 (a) Synopsis; Information Concerning the Meeting (b) * (c) Synopsis; Information Concerning the Meeting 8 (a) Proxy Statement (b) * 9 * Part B of Form N-14 Item No. Statement of Additional Information Heading - --------- ------------------------------------------- 10 Cover Page 11 Table of Contents 12 (a) Registrant's Statement of Additional Information (b) * (c) * 13 (a) Statement of Additional Information about JP Investment Grade Bond Fund, Inc. (b) * (c) * 14 Registrant's Statement of Additional Information; Statement of Additional Information about JP Investment Grade Bond Fund, Inc.; Annual Report of JP Investment Grade Bond Fund, Inc. at 12/31/95; Registrant's Annual Report at 12/31/95; Semi-Annual Report of JP Investment Grade Bond Fund, Inc. at 6/30/96; Registrant's Semi- Annual Report at 6/30/96 Proxy Statement and Prospectus of JP Capital Appreciation Fund, Inc. and Prospectus of Oppenheimer Growth Fund Proxy Statement and Prospectus of JP Investment Grade Bond Fund, Inc. and Prospectus of Oppenheimer Growth Fund Part A of Form N-14 Item No. Proxy Statement and Prospectus Heading and/or Title of Document - --------- --------------------------------------------------------- - ------ 1 (a) Cross Reference Sheet (b) Front Cover Page (c) * 2 (a) * (b) Table of Contents 3 (a) Comparative Fee Tables (b) Synopsis (c) Principal Risk Factors 4 (a) Synopsis; Approval or Disapproval of the Reorganization; Comparison between Growth Fund and JP Fund; Miscellaneous (b) Approval or Disapproval of the Reorganization - Capitalization Table 5 (a) Registrant's Prospectus; Comparison Between Growth Fund and JP Fund (b) * (c) * (d) * (e) Miscellaneous (f) Miscellaneous 6 (a) Prospectus of JP Capital Appreciation Fund, Inc.; Annual Report of JP Capital Appreciation Fund, Inc.; Comparison Between Growth Fund and JP Fund (b) Miscellaneous (c) * (d) * 7 (a) Synopsis; Information Concerning the Meeting (b) * (c) Synopsis; Information Concerning the Meeting 8 (a) Proxy Statement (b) * 9 * Part B of Form N-14 Item No. Statement of Additional Information Heading - --------- ------------------------------------------- 10 Cover Page 11 Table of Contents 12 (a) Registrant's Statement of Additional Information (b) * (c) * 13 (a) Statement of Additional Information about JP Capital Appreciation Fund, Inc. (b) * (c) * 14 Registrant's Statement of Additional Information; Statement of Additional Information about JP Capital Appreciation Fund, Inc.; Annual Report of JP Capital Appreciation Fund, Inc. at 12/31/95; Semi-Annual Report of JP Capital Appreciation Fund, Inc. at 6/30/96; Registrant's Annual Report at 12/31/95; Registrant's Semi-Annual Report at 6/30/96 Part C of Form N-14 Item No. Other Information Heading - --------- ------------------------- 15 Indemnification 16 Exhibits 17 Undertakings _______________ * Not Applicable or negative answer INCOR PORATION BY REFERENCE The following documents are hereby incorporated by reference in this Post-Effective Amendment No. 1 to the Registration Statement on Form N-14 of Oppenheimer Variable Account Funds: Part A: Proxy Statement for JP Investment Grade Bond Fund, Inc. and Prospectus for Oppenheimer Bond Fund - Incorporated herein by reference to Registration Statement on Form N-14 of Oppenheimer Variable Account Funds dated 9/18/96. Proxy Statement for JP Capital Appreciation Fund, Inc. and Prospectus for Oppenheimer Growth Fund - Incorporated herein by reference to Registration Statement on Form N-14 of Oppenheimer Variable Account Funds dated 9/18/96. - Prospectus of Oppenheimer Variable Account Funds dated May 1, 1996, as revised October 28, 1996 and as supplemented October 28, 1996 - Incorporated herein by reference to Registration Statement on Form N-14 of Oppenheimer Variable Account Funds dated 9/18/96. Part B: Statement of Additional Information - Incorporated herein by reference to Registration Statement on Form N-14 of Oppenheimer Variable Account Funds dated 9/18/96. OPPENHEIMER VARIABLE ACCOUNT FUNDS FORM N-14 PART C OTHER INFORMATION Item 15. Indemnification Reference is made to Article IV of Registrant's Declaration of Trust filed as Exhibit 24(b)(1) to Registrant's Registration Statement and incorporated herein by reference. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of Registrant pursuant to the foregoing provisions or otherwise, Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a trustee, officer or controlling person of Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. Item 16. Exhibits (1)Sixth Restated Declaration of Trust dated February 28, 1995: Filed with Registrant's Post-Effective Amendment No. 27, 4/27/95, and incorporated herein by reference. (2)By-Laws, amended as of 6/26/90; Previously filed with Registrant's Post-Effective Amendment No. 25, 2/13/95, and incorporated herein by reference. (3) Not applicable. (4) Agreement and Plan of Reorganization: See Exhibit A to Part A of this Registration Statement. (5)(i) Oppenheimer Growth Fund specimen share certificate: Filed with Registrant's Post-Effective Amendment No. 25, 4/29/94, and incorporated herein by reference. (ii) Oppenheimer Bond Fund specimen share certificate: Filed with Registrant's Post-Effective Amendment No. 24, 4/24/94, and incorporated herein by reference. (6)(i) Investment Advisory Agreement for Oppenheimer Growth Fund dated 9/1/94: Filed with Post-Effective Amendment No. 26, 2/13/95, and incorporated herein by reference. (ii) Investment Advisory Agreement for Oppenheimer Bond Fund dated 9/1/94: Filed with Post-Effective Amendment No. 26, 2/13/95, and incorporated herein by reference. (7) Not applicable. (8) Not applicable. (9) Custody Agreement between Oppenheimer Variable Account Funds and The Bank of New York, dated 11/12/92: Previously filed with Registrant's Post-Effective Amendment No. 21, 3/12/93, refiled with Registrant's Post-Effective Amendment No. 27, 4/27/95 pursuant to Item 102 of Regulation S-T, and incorporated herein by reference. (10) Not Applicable. 11.(i) Opinion and Consent of Counsel, 3/14/85: Previously filed with Registrant's Pre-Effective Amendment No. 1, 3/20/85, refiled with Registrant's Post-Effective Amendment No. 27, 4/27/95 pursuant to Item 102 of Regulation S-T, and incorporated herein by reference. (ii)Opinion and Consent of Counsel, 4/28/86: Previously filed with Registrant's Post-Effective Amendment No. 5, 8/12/86, refiled with Registrant's Post-Effective Amendment No. 27, 4/27/95 pursuant to Item 102 of Regulation S-T, and incorporated herein by reference. (iii) Opinion and Consent of Counsel, 7/31/86: Previously filed with Registrant's Post-Effective Amendment No. 5, 8/12/86, refiled with Registrant's Post-Effective Amendment No. 27, 4/27/95 pursuant to Item 102 of Regulation S-T, and incorporated herein by reference. (iv) Opinion and Consent of Counsel, 1/21/87: Previously filed with Registrant's Post-Effective Amendment No. 7, 2/6/87, refiled with Registrant's Post-Effective Amendment No. 27, 4/27/95, pursuant to Item 102 of Regulation S-T, and incorporated herein by reference. (v) Opinion and Consent of Counsel, dated July 31, 1990: Previously filed with Registrant's Post-Effective Amendment No. 15, 9/19/90, refiled with Registrant's Post-Effective Amendment No. 27, 4/27/95 pursuant to Item 102 of Regulation S-T, and incorporated herein by reference. (vi) Opinion and Consent of Counsel dated April 23, 1993: Previously filed with Registrant's Post-Effective Amendment No. 22, 4/30/93, refiled with Registrant's Post-Effective Amendment No. 27, 4/27/95 pursuant to Item 102 of Regulation S-T, and incorporated herein by reference. (vii) Opinion and Consent of Counsel dated April 18, 1995: Filed herewith. Previously filed with Registrant's Post-Effective Amendment No. 29, 4/22/96, and incorporated herein by reference. (12) Tax Opinions Relating to the Reorganizations: Filed herewith. (13) Not applicable. (14) (i) Consent of Deloitte & Touche LLP: Previously filed with Registrant's Registration Statement on Form N-14, 9/13/96, and incorporated herein by reference. (ii) Consents of McGladrey & Pullen LLP: Previously filed with Registrant's Registration Statement on Form N-14, 9/13/96, and incorporated herein by reference. (15) Not applicable. (16) Powers of Attorney and Certified Board Resolution: Power of Attorney for Sam Freedman filed herewith; Powers of Attorney Previously filed (Bridget A. Macaskill) with Registrant's Post- Effective Amendment NO. 29, 4/22/96, and incorporated herein by reference and (all other Trustees) and Certified Board Resolution with Registrant's Post-Effective Amendment No. 19, 3/1/94, and incorporated herein by reference. (17)(i) Declaration of Registrant under Rule 24f-2: Previously filed with Registrant's Registration Statement on Form N-14, 9/13/96, and incorporated herein by reference. (ii) Financial Data Schedules: Previously filed with Registrant's Registration Statement on Form N- 14, 9/13/96, and incorporated herein by reference. Item 17. Undertakings (1) Not applicable. (2) Not applicable. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and/or the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver and State of Colorado on the 20th day of December, 1996. OPPENHEIMER VARIABLE ACCOUNT FUNDS By: /s/ Bridget A. Macaskill ---------------------------------- Bridget A. Macaskill, President As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated: Signatures Title Date /s/ James C. Swain* Chairman of the - ------------------ Board of Trustees December 20, 1996 James C. Swain /s/ George C. Bowen* Chief Financial - ------------------- and Accounting George C. Bowen Officer and Treasurer December 20, 1996 /s/ Bridget A. Macaskill* President - ----------------------- (Principal Bridget A. Macaskill Executive Officer) December 20, 1996 /s/ Robert G. Avis* Trustee December 20, 1996 - ------------------ Robert G. Avis /s/ William A. Baker* Trustee December 20, 1996 - -------------------- William A. Baker /s/ Charles Conrad, Jr.* Trustee December 20, 1996 - ----------------------- Charles Conrad, Jr. /s/ Sam Freedman* Trustee December 20, 1996 - ----------------------- Sam Freedman /s/ Raymond J. Kalinowski* Trustee December 20, 1996 - ------------------------- Raymond J. Kalinowski /s/ C. Howard Kast* Trustee December 20, 1996 - ------------------ C. Howard Kast /s/ Robert M. Kirchner* Trustee December 20, 1996 - ---------------------- Robert M. Kirchner /s/ Ned M. Steel* Trustee December 20, 1996 - ---------------- Ned M. Steel *By: /s/ Robert G. Zack - -------------------------------- Robert G. Zack, Attorney-in-Fact OPPENHEIMER VARIABLE ACCOUNT FUNDS EXHIBIT INDEX Exhibit Description - ------- ----------- 16(12) Tax Opinions Relating to the Reorganizations MERGE\JPN600.1 EX-99 2 OPINION OF COUNSEL December 11, 1996 Board of Directors JP Capital Appreciation Fund, Inc. P.O. Box 21008 Greensboro, NC 27420 Board of Trustees Oppenheimer Variable Account Funds 3410 South Galena Street Denver, Colorado 80231 Directors/Trustees: This letter responds to your request for our opinion concerning the federal income tax consequences of the proposed reorganization transaction by and between JP Capital Appreciation Fund, Inc. ("JP Fund," or the "Fund") and Oppenheimer Growth Fund, a series of Oppenheimer Variable Account Funds (sometimes referred to herein as the "Oppenheimer Fund"). In rendering our opinion, we have relied solely on the representations set forth below and on the factual statements, summarized below, contained in the following documents: (a) the Agreement and Plan of Reorganization dated as of October 8, 1996 by and among JP Fund, Oppenheimer Variable Account Funds on behalf of Oppenheimer Fund, Jefferson-Pilot Corporation and OppenheimerFunds, Inc. (the "Plan of Reorganization"); (b) the Acquisition Agreement dated September 24, 1996 by and among Jefferson-Pilot Corporation, JP Investment Management Company, Jefferson-Pilot Life Insurance Company, and OppenheimerFunds, Inc., (the "Acquisition Agreement"); and (c) the Form N-14 Registration Statement of Oppenheimer Variable Account Funds on behalf of the Oppenheimer Fund. Summary of Relevant Facts Each of JP Fund and the Oppenheimer Fund (a) is taxable as a corporation for federal income tax purposes; (b) qualified for treatment as a regulated investment company under section 851 for its most recent taxable year and, subject to completion of the proposed transactions, intends to so qualify for all subsequent taxable years; and (c) is registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. All of the shares of beneficial interest of the Oppenheimer Fund have the right to vote. Contemporaneously with a sale of the assets of the Fund's investment adviser and as set forth in the Plan of Reorganization, the following transaction (the "Reorganization") will occur: (a) immediately prior to the close of business of the business day preceding the closing date for the Reorganization (the "Closing Date"), JP Fund will declare and pay to its shareholders one or more dividends or distributions so that it will have distributed all of its ordinary income (as defined in section 4982(e)(1)) and capital gain net income (as defined in section 4982(e)(2)), if any, for all periods on and prior to the Closing Date; (b) on the Closing Date, JP Fund will transfer substantially all of its assets to Oppenheimer Fund in exchange for shares of beneficial interest and the assumption of certain specified liabilities. The aggregate number of such shares of beneficial interest to be issued will be equal to the value of the transferred assets (computed using the valuation procedures set forth in the Oppenheimer Fund s then- current prospectus and statement of additional information); (c) the only liabilities of the Fund to be assumed by the Oppenheimer Fund will be the obligation, if any, of the Fund to pay the purchase price of portfolio securities the purchases of which have not settled as of the Closing Date. The Fund will retain a cash reserve sufficient to satisfy all of its liabilities not assumed by Oppenheimer Fund in an amount not to exceed 1 percent of the value of the net assets or 10 percent of the value of the Fund's gross assets; (d) on the Closing Date (or as soon thereafter as is practicable but in any event within one year), the JP Fund will pay all of its liabilities and thereafter liquidate; and (e) also on the Closing Date, the JP Fund will distribute the shares received by it in the Reorganization to its shareholders pro rata in proportion to their respective interests as part of the complete liquidation of the Fund described in paragraph (d) above. The Jefferson-Pilot Life Insurance Company ("JPLIC") contemplates that, following the Reorganization, it will redeem the Oppenheimer Fund shares received by it in the Reorganization that are attributable to its "seed money" investment in the Fund. The exchange transaction between the Fund and the Oppenheimer Fund together with the liquidation of the Fund will be effected by the Oppenheimer Fund crediting to each shareholder of JP Fund on the Oppenheimer Fund's share records the appropriate number of shares of beneficial interest, whereupon the shareholder's shares of Fund stock will be canceled. No share certificates for such shares of beneficial interest will be issued to the shareholders of the Fund unless a special request is made therefor. (To the extent necessary, fractional shares of the Oppenheimer Fund will be issued in the Reorganization as an entry on the books of the Oppenheimer Fund.) After the Closing Date, however, it will be necessary for former Fund shareholders to surrender their Fund share certificates in order to redeem, transfer, or pledge the Oppenheimer Fund shares constructively received by them in the Reorganization. Representations Our opinion is conditioned upon the accuracy of the following representations as of the Closing Date. (Authorized representatives of the Fund, JPLIC and the Oppenheimer Fund will represent to us that these representations, as well as the facts described elsewhere in this opinion, as applicable to such party are true and correct.) (a) The fair market value of the shares of beneficial interest of the Oppenheimer Fund to be received by each shareholder of JP Fund in the liquidation of the Fund will be equal to the fair market value of the stock of JP Fund surrendered in exchange therefor. (b) There is no plan or intention by the shareholders of the Fund who own 5 percent or more of the stock of the Fund and, to the best of the knowledge of the management of the Fund, there is no plan or intention on the part of the remaining shareholders of such Fund to sell, exchange, or otherwise dispose of a number of shares of beneficial interest of the Oppenheimer Fund to be received in the Reorganization that would reduce the Fund shareholders' ownership of such shares of beneficial interest to a number of shares having a value, as of the Closing Date, of less than 50 percent of the value of all the formerly outstanding stock of the Fund as of the same date. For purposes of this representation, shares of stock of JP Fund or shares of beneficial interest of Oppenheimer Fund held by shareholders of the Fund otherwise sold, redeemed, or disposed of in connection with the Reorganization will be taken into account, except for shares that are required to be redeemed in the ordinary course of the Fund's or Oppenheimer Fund's business as open-end management investment companies under the 1940 Act (but taking into account any such redemption by a 5 percent shareholder and by JPLIC). (c) There will be no Fund shareholders entitled to appraisal rights as a result of the Reorganization, no cash will be paid to the shareholders of JP Fund in lieu of fractional shares of stock, and no cash or property other than stock will be received by or distributed to the shareholders of JP Fund in the transaction, except for the release of any cash reserve, as described above. (d) The Oppenheimer Fund will acquire at least 90 percent of the fair market value of the net assets and at least 70 percent of the fair market value of the gross assets held by JP Fund immediately prior to the Reorganization. For purposes of this representation, amounts paid by JP Fund to effect all dividends, distributions, or redemptions (except for dividends, distributions, and redemptions occurring in the ordinary course of its business as an open-end management investment company) immediately preceding, at the time of, or following the Reorganization, including any amounts paid to JPLIC, will be included as assets of the Fund held immediately prior to the Reorganization. (e) Except for redemptions in the ordinary course of its business, the Oppenheimer Fund has no plan or intention to reacquire any of its stock issued in the Reorganization. (f) At the time of the Reorganization, the Oppenheimer Fund will have no plan or intention to sell or otherwise dispose of more than 10 percent of the assets of JP Fund to be acquired in the Reorganization, except for dispositions to be made in the ordinary course of business but including any dispositions to fund a redemption by JPLIC. (g) The Oppenheimer Fund will assume only the Fund's liability, if any, for the purchase price of portfolio securities purchased which have not been settled; any such liabilities were incurred by JP Fund in the ordinary course of its business and are associated with the assets to be transferred. (h) Following the Reorganization, the Oppenheimer Fund will use a significant portion of the assets of JP Fund in a business. (i) The Oppenheimer Fund, the JP Fund and the shareholders of the JP Fund will pay their respective transaction expenses, except for expenses which are solely and directly related to the Reorganization which will be paid by their respective investment advisers. (j) There is no intercorporate indebtedness between the Oppenheimer Fund and the JP Fund that was issued, acquired, or will be settled at a discount. (k) The Oppenheimer Fund does not own, directly or indirectly, nor has it owned during the past five years, any stock of JP Fund. (l) The fair market value of the assets of JP Fund to be transferred in the transaction to the Oppenheimer Fund will exceed the sum of the liabilities to be assumed by the Oppenheimer Fund. (m) JP Fund is not under the jurisdiction of a court in a title 11 or similar case within the meaning of section 368(a)(3)(A). (n) Other than as may result from redemption of Fund shares in the ordinary course of its business, there will not be a significant change in the ownership of the Fund prior to the Reorganization. (o) The Oppenheimer Fund and the JP Fund have, for all of their taxable periods, elected to be taxed as regulated investment companies as defined in section 851, and after the transaction, Oppenheimer Fund intends to continue to elect to be taxed as a RIC. (p) The Oppenheimer Fund and the JP Fund meet the requirements of section 368(a)(2)(F)(ii). (q) The sole record shareholder of JP Fund is JPLIC, which holds such shares: (i) in its own capacity, (ii) through a separate account (the "Variable Account") which is registered with the Securities and Exchange Commission as a unit investment trust under the 1940 Act and is also a segregated asset account under the insurance laws of the State of North Carolina, and (iii) through a separate account (the "Unregistered Account") which is not registered under the 1940 Act but is a segregated asset account under the insurance laws of the State of North Carolina. Each of the Variable Account and the Unregistered Account is administered and accounted for as part of the general business of JPLIC, but its assets are not chargeable with liabilities arising from the business of any other separate account or any other business that JPLIC may conduct. The Variable Account holds only assets pursuant to variable contracts described in section 817(d) of the Code and meets the diversification requirements of section 817(h) of the Code. The Variable Account and the Unregistered Account are properly taxed as part of JPLIC's operations and are not separate taxable entities for federal income tax purposes. (r) The variable annuity contracts issued by JPLIC through the Variable Account and the Unregistered Account will not differ materially as a result of the Reorganization. Opinion Based on our analysis of the Internal Revenue Code of 1986, as amended, the Income Tax Regulations, case law, published and private rulings of the Internal Revenue Service, and other relevant legal authority, and in view of facts summarized above and the representations set forth above, it is our opinion that the following federal income tax consequences will result from the Reorganization: 1. The Reorganization will constitute a "reorganization" within the meaning of section 368(a)(1)(C), and the Fund and the Oppenheimer Fund will be a "party to a reorganization" within the meaning of section 368(b). 2. No gain or loss will be recognized by the Fund on the transfer of its assets to the Oppenheimer Fund in exchange solely for the shares of beneficial interest and the Oppenheimer Fund's assumption of certain Fund liabilities (if any) and the subsequent distribution by the Fund of those shares to the shareholders of the Fund. Section 361. 3. No gain or loss will be recognized by the Oppenheimer Fund on receipt of the assets transferred to it by the Fund in exchange for the shares of Oppenheimer Fund and the assumption of certain of the Fund's liabilities, if any. Section 1032. 4. The Oppenheimer Fund's basis in the assets received from the Fund will be the same as the Fund's tax basis for the assets immediately before the Reorganization. Section 362(b). 5. The Oppenheimer Fund's holding period for the transferred assets will include the Fund's holding period therefor. Section 1223(2). 6. No gain or loss will be recognized by the shareholders of the Fund on the exchange of their Fund shares solely for shares of the Oppenheimer Fund. Section 354. 7. The basis of the Oppenheimer Fund shares to be received by a Fund shareholder in the Reorganization will be the same as the adjusted basis of that shareholder's Fund shares surrendered in exchange therefor. Section 358. 8. The holding period of the Oppenheimer Fund shares received by a Fund shareholder will include the shareholder's holding period for the Fund shares surrendered in exchange therefor, provided such Fund shares were held as capital assets on the Closing Date. Section 1223(1). 9. The Oppenheimer Fund will succeed to and take into account the items of the Fund described in section 381(c), including any earnings and profits, or deficit therein, of the Fund as of the date of the Closing Date, subject to the conditions and limitations specified in sections 381, 382, 383, and 384. 10. No gain or loss will be recognized by the owners of variable contracts issued by JPLIC through the Variable Account or the Unregistered Account on the transfer of the Fund's assets to the Oppenheimer Fund in exchange solely for the shares of beneficial interest of Oppenheimer Fund and the Oppenheimer Fund's assumption of certain Fund liabilities (if any) and the subsequent distribution by the Fund of those shares to the Variable Account and the Unregistered Account. * * * We are furnishing this opinion letter solely for the benefit of JP Capital Appreciation Fund, Inc., and Oppenheimer Growth Fund, a series of Oppenheimer Variable Account Funds, and their respective boards of directors, trustees and shareholders, and this letter is not to be used, circulated, or quoted for any other purpose without our written consent. Our opinion reflects our interpretation of the provisions of the Internal Revenue Code of 1986, as amended, as in effect as of the date hereof. Our opinion is limited to the federal income tax consequences of the Reorganization; and we express no opinion regarding any state, local, foreign or other tax or nontax consequences. Absent your written request, we will revise or update this letter to reflect subsequent changes in law only through the Closing Date. Sincerely yours, SUTHERLAND, ASBILL & BRENNAN, L.L.P. By: /s/ James L. Dahlberg James L. Dahlberg By: /s/ Lori E. Harwell Lori E. Harwell EX-99 3 OPINION OF COUNSEL December 11, 1996 Board of Directors JP Investment Grade Bond Fund, Inc. P.O. Box 21008 Greensboro, NC 27420 The Board of Trustees Oppenheimer Variable Account Funds 3410 South Galena Street Denver, Colorado 80231 Directors/Trustees: This letter responds to your request for our opinion concerning the federal income tax consequences of the proposed reorganization transaction by and between JP Investment Grade Bond Fund, Inc. ("JP Fund," or the "Fund") and Oppenheimer Bond Fund, a series of Oppenheimer Variable Account Funds (sometimes referred to herein as the "Oppenheimer Fund"). In rendering our opinion, we have relied solely on the representations set forth below and on the factual statements, summarized below, contained in the following documents: (a) the Agreement and Plan of Reorganization dated as of October 8, 1996 by and among JP Fund, Oppenheimer Variable Account Funds on behalf of Oppenheimer Fund, Jefferson-Pilot Corporation and OppenheimerFunds, Inc. (the "Plan of Reorganization"); (b) the Acquisition Agreement dated September 24, 1996 by and among Jefferson-Pilot Corporation, JP Investment Management Company, Jefferson-Pilot Life Insurance Company, and OppenheimerFunds, Inc., (the "Acquisition Agreement"), and (c) the Form N-14 Registration Statement of Oppenheimer Variable Account Funds on behalf of the Oppenheimer Fund. Summary of Relevant Facts Each of JP Fund and the Oppenheimer Fund (a) is taxable as a corporation for federal income tax purposes; (b) qualified for treatment as a regulated investment company under section 851 for its most recent taxable year and, subject to completion of the proposed transactions, intends to so qualify for all subsequent taxable years; and (c) is registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. All of the shares of beneficial interest of the Oppenheimer Fund have the right to vote. Contemporaneously with a sale of the assets of the Fund's investment adviser and as set forth in the Plan of Reorganization, the following transaction (the "Reorganization") will occur: (a) immediately prior to the close of business of the business day preceding the closing date for the Reorganization (the "Closing Date"), JP Fund will declare and pay to its shareholders one or more dividends or distributions so that it will have distributed all of its ordinary income (as defined in section 4982(e)(1)) and capital gain net income (as defined in section 4982(e)(2)), if any, for all periods on and prior to the Closing Date; (b) on the Closing Date, JP Fund will transfer substantially all of its assets to Oppenheimer Fund in exchange for shares of beneficial interest and the assumption of certain specified liabilities. The aggregate number of such shares of beneficial interest to be issued will be equal to the value of the transferred assets (computed using the valuation procedures set forth in the Oppenheimer Fund s then- current prospectus and statement of additional information); (c) the only liabilities of the Fund to be assumed by the Oppenheimer Fund will be the obligation, if any, of the Fund to pay the purchase price of portfolio securities the purchases of which have not settled as of the Closing Date. The Fund will retain a cash reserve sufficient to satisfy all of its liabilities not assumed by Oppenheimer Fund in an amount not to exceed 1 percent of the value of net assets or 10 percent of the value of the Fund's gross assets; (d) on the Closing Date (or as soon thereafter as is practicable but in any event within one year), the JP Fund will pay all of its liabilities and thereafter liquidate; and (e) also on the Closing Date, the JP Fund will distribute the shares received by it in the Reorganization to its shareholders pro rata in proportion to their respective interests as part of the complete liquidation of the Fund described in paragraph (d) above. The Jefferson-Pilot Life Insurance Company ("JPLIC") contemplates that, following the Reorganization, it will redeem the shares received by it in the Reorganization that are attributable to its "seed money" investment in the Fund. The exchange transaction between the Fund and the Oppenheimer Fund together with the liquidation of the Fund will be effected by the Oppenheimer Fund crediting to each shareholder of JP Fund on the Oppenheimer Fund's share records the appropriate number of shares of beneficial interest, whereupon the shareholder's shares of Fund stock will be canceled. No share certificates for such shares of beneficial interest will be issued to the shareholders of the Fund unless a special request is made therefor. (To the extent necessary, fractional shares of the Oppenheimer Fund will be issued in the Reorganization as an entry on the books of the Oppenheimer Fund.) After the Closing Date, however, it will be necessary for former Fund shareholders to surrender their Fund share certificates in order to redeem, transfer, or pledge the Oppenheimer Fund shares constructively received by them in the Reorganization. Representations Our opinion is conditioned upon the accuracy of the following representations as of the Closing Date. (Authorized representatives of the Fund, JPLIC and the Oppenheimer Fund will represent to us that these representations, as well as the facts described elsewhere in this opinion as applicable to such party, are true and correct.) (a) The fair market value of the shares of beneficial interest of the Oppenheimer Fund to be received by each shareholder of JP Fund in the liquidation of the Fund will be equal to the fair market value of the stock of JP Fund surrendered in exchange therefor. (b) There is no plan or intention by the shareholders of the Fund who own 5 percent or more of the stock of the Fund and, to the best of the knowledge of the management of the Fund, there is no plan or intention on the part of the remaining shareholders of such Fund to sell, exchange, or otherwise dispose of a number of shares of beneficial interest of the Oppenheimer Fund to be received in the Reorganization that would reduce the Fund shareholders' ownership of such shares of beneficial interest to a number of shares having a value, as of the Closing Date, of less than 50 percent of the value of all the formerly outstanding stock of the Fund as of the same date. For purposes of this representation, shares of stock of JP Fund or shares of beneficial interest of Oppenheimer Fund held by shareholders of the Fund otherwise sold, redeemed, or disposed of in connection with the Reorganization will be taken into account, except for shares that are required to be redeemed in the ordinary course of the Fund's or Oppenheimer Fund's business as open-end management investment companies under the 1940 Act (but taking into account any such redemption by a 5 percent shareholder and by JPLIC). (c) There will be no Fund shareholders entitled to appraisal rights as a result of the Reorganization, no cash will be paid to the shareholders of JP Fund in lieu of fractional shares of stock, and no cash or property other than stock will be received by or distributed to the shareholders of JP Fund in the transaction, except for the release of any cash reserve, as described above. (d) The Oppenheimer Fund will acquire at least 90 percent of the fair market value of the net assets and at least 70 percent of the fair market value of the gross assets held by JP Fund immediately prior to the Reorganization. For purposes of this representation, amounts paid by JP Fund to effect all dividends, distributions, or redemptions (except for dividends, distributions, and redemptions occurring in the ordinary course of its business as an open-end management investment company) immediately preceding, at the time of, or following the Reorganization, including any amounts paid to JPLIC, will be included as assets of the Fund held immediately prior to the Reorganization. (e) Except for redemptions in the ordinary course of its business, the Oppenheimer Fund has no plan or intention to reacquire any of its stock issued in the Reorganization. (f) At the time of the Reorganization, the Oppenheimer Fund will have no plan or intention to sell or otherwise dispose of more than 10 percent of the assets of JP Fund to be acquired in the Reorganization, except for dispositions to be made in the ordinary course of business but including any dispositions to fund a redemption by JPLIC. (g) The Oppenheimer Fund will assume only the Fund's liability, if any, for the purchase price of portfolio securities purchased which have not been settled; any such liabilities were incurred by JP Fund in the ordinary course of its business and are associated with the assets to be transferred. (h) Following the Reorganization, the Oppenheimer Fund will use a significant portion of the assets of JP Fund in a business. (i) The Oppenheimer Fund, the JP Fund and the shareholders of the JP Fund will pay their respective transaction expenses, except for expenses which are solely and directly related to the Reorganization which will be paid by their respective investment advisers. (j) There is no intercorporate indebtedness between the Oppenheimer Fund and the JP Fund that was issued, acquired, or will be settled at a discount. (k) The Oppenheimer Fund does not own, directly or indirectly, nor has it owned during the past five years, any stock of JP Fund. (l) The fair market value of the assets of JP Fund to be transferred in the transaction to the Oppenheimer Fund will exceed the sum of the liabilities to be assumed by the Oppenheimer Fund. (m) JP Fund is not under the jurisdiction of a court in a title 11 or similar case within the meaning of section 368(a)(3)(A). (n) Other than as may result from redemption of Fund shares in the ordinary course of its business, there will not be a significant change in the ownership of the Fund prior to the Reorganization. (o) The Oppenheimer Fund and the JP Fund have, for all of their taxable periods, elected to be taxed as regulated investment companies as defined in section 851, and after the transaction, Oppenheimer Fund intends to continue to elect to be taxed as a RIC. (p) The Oppenheimer Fund and the JP Fund meet the requirements of section 368(a)(2)(F)(ii). (q) The sole record shareholder of JP Fund is JPLIC, which holds such shares: (i) in its own capacity, (ii) through a separate account (the "Variable Account") which is registered with the Securities and Exchange Commission as a unit investment trust under the 1940 Act and is also a segregated asset account under the insurance laws of the State of North Carolina, and (iii) through a separate account (the "Unregistered Account") which is not registered under the 1940 Act but is a segregated asset account under the insurance laws of the State of North Carolina. Each of the Variable Account and the Unregistered Account is administered and accounted for as part of the general business of JPLIC, but its assets are not chargeable with liabilities arising from the business of any other separate account or any other business that JPLIC may conduct. The Variable Account holds only assets pursuant to variable contracts described in section 817(d) of the Code and meets the diversification requirements of section 817(h) of the Code. The Variable Account and the Unregistered Account are properly taxed as part of JPLIC's operations and are not separate taxable entities for federal income tax purposes. (r) The variable annuity contracts issued by JPLIC through the Variable Account and the Unregistered Account will not differ materially as a result of the Reorganization. Opinion Based on our analysis of the Internal Revenue Code of 1986, as amended, the Income Tax Regulations, case law, published and private rulings of the Internal Revenue Service, and other relevant legal authority, and in view of facts summarized above and the representations set forth above, it is our opinion that the following federal income tax consequences will result from the Reorganization: 1. The Reorganization will constitute a "reorganization" within the meaning of section 368(a)(1)(C), and the Fund and the Oppenheimer Fund will be a "party to a reorganization" within the meaning of section 368(b). 2. No gain or loss will be recognized by the Fund on the transfer of its assets to the Oppenheimer Fund in exchange solely for the shares of beneficial interest and the Oppenheimer Fund's assumption of certain Fund liabilities (if any) and the subsequent distribution by the Fund of those shares to the shareholders of the Fund. Section 361. 3. No gain or loss will be recognized by the Oppenheimer Fund on receipt of the assets transferred to it by the Fund in exchange for the shares of Oppenheimer Fund and the assumption of certain of the Fund's liabilities, if any. Section 1032. 4. The Oppenheimer Fund's basis in the assets received from the Fund will be the same as the Fund's tax basis for the assets immediately before the Reorganization. Section 362(b). 5. The Oppenheimer Fund's holding period for the transferred assets will include the Fund's holding period therefor. Section 1223(2). 6. No gain or loss will be recognized by the shareholders of the Fund on the exchange of their Fund shares solely for shares of the Oppenheimer Fund. Section 354. 7. The basis of the Oppenheimer Fund shares to be received by a Fund shareholder in the Reorganization will be the same as the adjusted basis of that shareholder's Fund shares surrendered in exchange therefor. Section 358. 8. The holding period of the Oppenheimer Fund shares received by a Fund shareholder will include the shareholder's holding period for the Fund shares surrendered in exchange therefor, provided such Fund shares were held as capital assets on the Closing Date. Section 1223(1). 9. The Oppenheimer Fund will succeed to and take into account the items of the Fund described in section 381(c), including any earnings and profits, or deficit therein, of the Fund as of the date of the Closing Date, subject to the conditions and limitations specified in sections 381, 382, 383, and 384. 10. No gain or loss will be recognized by the owners of variable contracts issued by JPLIC through the Variable Account on the transfer of the Fund's assets to the Oppenheimer Fund in exchange solely for the shares of beneficial interest of Oppenheimer Fund and the Oppenheimer Fund's assumption of certain Fund liabilities (if any) and the subsequent distribution by the Fund of those shares to the Variable Account and the Unregistered Account. * * * We are furnishing this opinion letter solely for the benefit of JP Investment Grade Bond Fund, Inc., and Oppenheimer Bond Fund, a series of Oppenheimer Variable Account Funds, and their respective boards of directors, trustees and shareholders, and this letter is not to be used, circulated, or quoted for any other purpose without our written consent. Our opinion reflects our interpretation of the provisions of the Internal Revenue Code of 1986, as amended, as in effect as of the date hereof. Our opinion is limited to the federal income tax consequences of the Reorganization; and we express no opinion regarding any state, local, foreign or other tax or nontax consequences. Absent your written request, we will revise or update this letter to reflect subsequent changes in law only through the Closing Date. Sincerely yours, SUTHERLAND, ASBILL & BRENNAN, L.L.P. By: /s/ James L. Dahlberg James L. Dahlberg By: /s/ Lori E. Harwell Lori E. Harwell -----END PRIVACY-ENHANCED MESSAGE-----