Filed by the Registrant x
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Filed by a Party other than the Registrant ¨
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Check the appropriate box:
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x Preliminary Proxy Statement.
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¨ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
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¨ Definitive Proxy Statement.
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¨ Definitive Additional Materials.
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¨ Soliciting Material Pursuant to Sec. 240.14a-12.
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OPPENHEIMER VARIABLE ACCOUNT FUNDS
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- Oppenheimer Balanced Fund/VA
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- Oppenheimer Capital Appreciation Fund/VA
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- Oppenheimer Core Bond Fund/VA
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- Oppenheimer Global Securities Fund/VA
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- Oppenheimer Global Strategic Income Fund/VA
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- Oppenheimer High Income Fund/VA
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- Oppenheimer Main Street Fund/VA
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- Oppenheimer Main Street Small- & Mid-Cap Fund/VA
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- Oppenheimer Money Fund/VA
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- Oppenheimer Small- & Mid-Cap Growth Fund/VA
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- Oppenheimer Value Fund/VA
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PANORAMA SERIES FUND, INC.
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- Growth Portfolio
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- Oppenheimer International Growth Fund/VA
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- Total Return Portfolio
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Payment
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Of Filing Fee (Check the appropriate box):
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x
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No fee required.
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¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1)
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Title of each class of securities to which transaction applies:
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2)
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Aggregate number of securities to which transaction applies:
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3)
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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):
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4)
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Proposed maximum aggregate value of transaction:
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5)
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Total fee paid:
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¨
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Fee paid previously with preliminary materials.
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¨
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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.
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1)
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Amount Previously Paid:
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2)
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Form, Schedule or Registration Statement No.:
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3)
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Filing Party:
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4)
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Date Filed:
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1.
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To elect Board Member Nominees: Certain Board Members are likely to retire within a few years. It is proposed to elect successor Board Members as well as to re-elect the Board;
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2.
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To approve changes in, or the removal of, certain fundamental policies/investment objectives: It is proposed to update, standardize and streamline certain fundamental policies/investment objectives to provide increased flexibility to the Funds to adapt to a changing investment environment and/or achieve consistency among the Funds
and other funds in the Oppenheimer family of funds;
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3.
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To approve an Agreement and Plan of Reorganization that provides for the reorganization of each Fund that is a Maryland corporation or a Massachusetts business trust, as applicable, into a Delaware statutory trust: It is proposed to reorganize the Funds to benefit from the advantages of organization in Delaware.
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1.
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To elect Board Member Nominees: Certain Board Members are likely to retire within a few years. It is proposed to elect successor Board Members as well as to re-elect the Board;
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2.
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To approve changes in, or the removal of, certain fundamental policies/investment objectives: It is proposed to update, standardize and streamline certain fundamental policies/investment objectives to provide increased flexibility to the Funds to adapt to a changing investment environment and/or achieve consistency among the Funds
and other funds in the Oppenheimer family of funds;
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3.
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To approve an Agreement and Plan of Reorganization that provides for the reorganization of each Fund that is a Maryland corporation or a Massachusetts business trust, as applicable, into a Delaware statutory trust: It is proposed to reorganize the Funds to benefit from the advantages of organization in Delaware.
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Will the Funds’ Board Members (or the Nominees) attend the Shareholder Meeting?
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2a: Revise the fundamental policy relating to borrowing
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2g: Revise the fundamental policy relating to underwriting
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2b: Revise the fundamental policy relating to concentration of investments
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2h: Remove miscellaneous fundamental policy relating to investment strategy restriction - Global Securities Fund/VA
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2c: Remove the fundamental policy relating to diversification of investments
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2i: Convert the Fund’s investment objective from fundamental to non-fundamental
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2d: Revise the fundamental policy relating to lending
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2j: Approve a change in the Fund’s investment objective
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2e: Real Estate and Commodities
2e-1: Revise the fundamental policy relating to real estate and commodities
2e-2: Remove the additional fundamental policy relating to real estate and commodities
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2f: Revise the fundamental policy relating to senior securities
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Name of Oppenheimer Fund*
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1
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2a
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2b
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2c
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2d
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2e-
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2f
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2g
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2h
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2i
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2j
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3
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1
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2
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Oppenheimer Balanced Fund/VA
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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Oppenheimer Capital Appreciation Fund/VA
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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Oppenheimer Core Bond Fund/VA
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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Oppenheimer Global Securities Fund/VA
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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Oppenheimer Global Strategic Income Fund/VA
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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Oppenheimer High Income Fund/VA
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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Oppenheimer Main Street Fund/VA
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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Oppenheimer Main Street Small- & Mid-Cap Fund/VA
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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Oppenheimer Money Fund/VA
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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Oppenheimer Small- & Mid-Cap Growth Fund/VA
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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Oppenheimer Value Fund/VA
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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Panorama Growth Portfolio
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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Oppenheimer International Growth Fund/VA
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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Panorama Total Return Portfolio
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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Name,
Position(s) Held with Funds,
Length of Service,
Age
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Principal Occupation(s) During Past 5 Years;
Other Board Positions Held by Board Member;
Number of Portfolios in Fund Complex Currently and/or to be Overseen by Board Member
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William L. Armstrong,
Board Member
Age: 74
Board Member since 1999*
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President, Colorado Christian University (since 2006); Chairman, Cherry Creek Mortgage Company (since 1991), Chairman, Centennial State Mortgage Company (since 1994), Chairman, The El Paso Mortgage Company (since 1993); Chairman, Ambassador Media Corporation (since 1984); Chairman, Broadway Ventures (since 1984); Director of Helmerich Payne, Inc. (oil and gas drilling/production company)
(since 1992), former Director of Campus Crusade for Christ (non-profit) (1991-2008); former Director, The Lynde and Harry Bradley Foundation, Inc. (non-profit organization) (2002-2006); former Chairman of: Transland Financial Services, Inc. (private mortgage banking company) (1997-2003), Great Frontier Insurance (1995-2000), Frontier Real Estate, Inc. (residential real estate brokerage) (1994-2000) and Frontier Title (title insurance agency) (1995-2000); former
Director of the following: UNUMProvident (insurance company) (1991-2004), Storage Technology Corporation (computer equipment company) (1991-2003) and International Family Entertainment (television channel) (1992-1997); U.S. Senator (January 1979-January 1991). Mr. Armstrong has served on the Boards of certain Oppenheimer funds since 1999, during which time he has become familiar with the Funds’ (and other Oppenheimer funds') financial, accounting,
regulatory and investment matters and has contributed to the Boards' deliberations. Oversees 36 portfolios in the OppenheimerFunds complex.
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Edward L. Cameron,
Board Member
Age: 73
Board Member since 1999*
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Member of The Life Guard of Mount Vernon (George Washington historical site) (June 2000 – June 2006); Partner of PricewaterhouseCoopers LLP (accounting firm) (July 1974-June 1999); Chairman of Price Waterhouse LLP Global Investment Management Industry Services Group (accounting firm) (July 1994-June 1998). Mr. Cameron has served on the Boards of certain Oppenheimer funds since
1999, during which time he has become familiar with the Funds’ (and other Oppenheimer funds') financial, accounting, regulatory and investment matters and has contributed to the Boards' deliberations. Oversees 36 portfolios in the OppenheimerFunds complex.
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Jon S. Fossel,
Board Member
Age: 69
Board Member since 1990*
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Chairman of the Board (since 2006) and Director (since June 2002) of UNUMProvident (insurance company); Director of Northwestern Energy Corp. (public utility corporation) (since November 2004); Director of P.R. Pharmaceuticals (October 1999-October 2003); Director of Rocky Mountain Elk Foundation (non-profit organization) (February 1998-February 2003 and February 2005-February 2007);
Chairman and Director (until October 1996) and President and Chief Executive Officer (until October 1995) of the Manager; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. ("OAC") (parent holding company of the Manager), Shareholders Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Mr. Fossel has served on the Boards of certain Oppenheimer funds since 1990, during which time he has become
familiar with the Funds’ (and other Oppenheimer funds') financial, accounting, regulatory and investment matters and has contributed to the Boards' deliberations. Oversees 36 portfolios in the OppenheimerFunds complex.
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Sam Freedman,
Board Member
Age: 70
Board Member since 1996*
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Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with the Manager and with subsidiary or affiliated companies of the Manager (until October 1994). Mr. Freedman has served on the Boards of certain Oppenheimer funds since 1996, during which time he has become familiar with the Funds’ (and other Oppenheimer funds')
financial, accounting, regulatory and investments matters and has contributed to the Boards' deliberations. Oversees 36 portfolios in the OppenheimerFunds complex.
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Richard F. Grabish,
Board Member
Age: 62
Board Member since 2008*
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Formerly Senior Vice President and Assistant Director of Sales and Marketing (March 1997-December 2007), Director (March 1987-December 2007) and Manager of Private Client Services (June 1985-June 2005) of A.G. Edwards & Sons, Inc. (broker/dealer and investment firm); Chairman and Chief Executive Officer of A.G. Edwards Trust Company, FSB (March 2001-December 2007); President and Vice
Chairman of A.G. Edwards Trust Company, FSB (investment adviser) (April 1987-March 2001); President of A.G. Edwards Trust Company, FSB (investment adviser) (June 2005-December 2007). Mr. Grabish has served on the Boards of certain Oppenheimer funds since 2001, during which time he has become familiar with the Funds’ (and other Oppenheimer funds') financial, accounting, regulatory and investment matters and has contributed to the Boards' deliberations.
Oversees [##] portfolios in the OppenheimerFunds complex, and will oversee [36] portfolios if elected.
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Beverly L. Hamilton,
Board Member
Age: 64
Board Member since 2002*
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Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); Board Member of Middlebury College (educational organization) (since December 2005); Chairman (since 2010) of American Funds' Emerging Markets Growth Fund, Inc. (mutual fund); Director of The California Endowment (philanthropic organization) (April 2002-April 2008); Director
(February 2002-2005) and Chairman of Trustees (2006-2007) of the Community Hospital of Monterey Peninsula; Director (October 1991-2005); Vice Chairman (2006-2009) of American Funds' Emerging Markets Growth Fund, Inc. (mutual fund); President of ARCO Investment Management Company (February 1991-April 2000); Member of the investment committees of The Rockefeller Foundation (2001-2006) and The University of Michigan (since 2000); Advisor at Credit Suisse First
Boston's Sprout venture capital unit (venture capital fund) (1994-January 2005); Trustee of MassMutual Institutional Funds (investment company) (1996-June 2004); Trustee of MML Series Investment Fund (investment company) (April 1989-June 2004); Member of the investment committee of Hartford Hospital (2000-2003); and Advisor to Unilever (Holland) pension fund (2000-2003). Ms. Hamilton has served on the Boards of certain Oppenheimer funds since 2002, during which
time she has become familiar with the Funds’ (and other Oppenheimer funds') financial, accounting, regulatory and investment matters and has contributed to the Boards' deliberations. Oversees 36 portfolios in the OppenheimerFunds complex.
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Robert J. Malone,
Board Member
Age: 66
Board Member since 2002*
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Chairman, Chief Executive Officer and Director of Steele Street Bank Trust (commercial banking) (since August 2003); Board of Directors of Opera Colorado Foundation (non-profit organization) (March 2008-2011); Director of Jones Knowledge, Inc. (2006-2011); Director of Jones International University (educational organization) (since August 2005); Trustee of the Gallagher Family Foundation
(non-profit organization) (since 2000); Director of Colorado UpLIFT (charitable organization) (1986-2010); Former Chairman of U.S. Bank-Colorado (subsidiary of U.S. Bancorp and formerly Colorado National Bank) (July 1996-April 1999); Director of Commercial Assets, Inc. (real estate investment trust) (1993-2000); Director of Jones Knowledge, Inc. (2001-July 2004); and Director of U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004); Regis
University, Board of Trustees (1985-1994), Chairman of the Board (1991-1994); Young Presidents Organization (1984-1999), Chairman of the Board (1990-1991). Mr. Malone has served on the Boards of certain Oppenheimer funds since 2002, during which time he has become familiar with the Funds’ (and other Oppenheimer funds') financial, accounting, regulatory and investment matters and has contributed to the Boards' deliberations. Oversees 36 portfolios in the
OppenheimerFunds complex.
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F. William Marshall, Jr.,
Board Member
Age: 69
Board Member since 2000*
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Trustee Emeritus of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (since 1996) and MML Series Investment Fund (investment company) (since 1996); President and Treasurer of the SIS Funds (private charitable fund) (January 1999-November 2010); Former Trustee of WPI
(1985-2008); Former Chairman of the Board (2004-2006) and Former Chairman of the Investment Committee of WPI (1994-2008); Chairman of SIS Family Bank, F.S.B. (formerly SIS Bank) (commercial bank) (January 1999-July 1999); Executive Vice President of Peoples Heritage Financial Group, Inc. (commercial bank) (January 1999-July 1999); and Former President and Chief Executive Officer of SIS Bancorp. (1993-1999). Mr. Marshall has served on the Boards of certain
Oppenheimer funds since 2000, during which time he has become familiar with the Funds’ (and other Oppenheimer funds') financial, accounting, regulatory and investment matters and has contributed to the Boards' deliberations. Oversees 38 portfolios in the OppenheimerFunds complex.**
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Victoria J. Herget,
Nominee
Age: 59
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Independent Director of the First American Funds (mutual fund family) (2003-2011); former Managing Director (1993-2001), Principal (1985-1993), Vice President (1978-1985) and Assistant Vice President (1973-1978) of Zurich Scudder Investments (and its predecessor firms); Board Chair (2008-Present) and Director (2004-Present), United Educators (insurance company); Trustee (1992-2007),
Chair of the Board of Trustees (1999-2007), Investment Committee Chair (1994-1999) and Investment Committee member (2007-2010) of Wellesley College; Trustee (since 2000) and Chair (since 2010), Newberry Library; Trustee, Mather LifeWays (since 2001); Trustee, BoardSource (2006-2009) and Chicago City Day School (1994-2005). Will oversee 35 portfolios in the Oppenheimer Funds complex if elected.
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Karen L. Stuckey,
Nominee
Age: 58
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Partner (1990 through expected retirement date of March 31, 2012) of PricewaterhouseCoopers LLP (held various positions 1975-1990); Trustee (1992-2006) and member of Executive, Nominating and Audit Committees and Chair of Finance Committee of Lehigh University; and member, Women’s Investment Management Forum since inception. Will oversee 35 portfolios in the Oppenheimer
Funds complex if elected.
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James D. Vaughn,
Nominee
Age: 66
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Retired; former managing partner (1994-2001) of Denver office of Deloitte & Touche LLP, (held various positions 1969-1993); Trustee and Chairman of the Audit Committee of Schroder Funds (since 2003); Board member and Chairman of Audit Committee of AMG National Trust Bank (since 2005); Trustee, Audit Committee member and Investment Committee member, University of South Dakota
Foundation (since 1996); Board member, Executive Committee Member, Audit Committee Member and past Board Chair, Junior Achievement (since 1993); former Board member, Mile High United Way, Boys and Girls Clubs, Boy Scouts, Colorado Business Committee for the Arts, Economic Club of Colorado and Metro Denver Network. Will oversee 35 portfolios in the Oppenheimer Funds complex if elected.
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Name,
Position(s) Held with Fund,
Length of Service
Age
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Principal Occupation(s) During Past 5 Years;
Other Board Positions Held by Board Member;
Number of Portfolios in Fund Complex Currently and/or to be Overseen by Board Member
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William F. Glavin Jr.,
Trustee, President and Principal Executive Officer
Age: 53
Trustee since 2009*
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Chairman of the Manager (since December 2009); Chief Executive Officer and Director of the Manager (since January 2009); President of the Manager (since May 2009); Director of Oppenheimer Acquisition Corp. ("OAC") (the Manager's parent holding company) (since June 2009); Executive Vice President (March 2006 - February 2009) and Chief Operating Officer (July 2007 - February 2009) of
Massachusetts Mutual Life Insurance Company (OAC's parent company); Director (May 2004 - March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004 - January 2005), President (January 2005 - March 2006) and Chief Executive Officer (June 2005 - March 2006) of Babson Capital Management LLC; Director (March 2005 - March 2006), President (May 2003 - March 2006) and Chief Compliance Officer (July 2005 - March 2006) of Babson Capital Securities,
Inc. (a broker-dealer); President (May 2003 - March 2006) of Babson Investment Company, Inc.; Director (May 2004 - August 2006) of Babson Capital Europe Limited; Director (May 2004 - October 2006) of Babson Capital Guernsey Limited; Director (May 2004 - March 2006) of Babson Capital Management LLC; Non-Executive Director (March 2005 - March 2007) of Baring Asset Management Limited; Director (February 2005 - June 2006) Baring Pension Trustees Limited; Director and
Treasurer (December 2003 - November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006 - September 2006) of C.M. Benefit Insurance Company; Director (May 2008 - June 2009) and Executive Vice President (June 2007 - July 2009) of C.M. Life Insurance Company; President (March 2006 - May 2007) of MassMutual Assignment Company; Director (January 2005 - December 2006), Deputy Chairman (March 2005 - December 2006) and President (February 2005 - March
2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008 - June 2009) and Executive Vice President (June 2007 - July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007 - January 2009) of MML Distributors, LLC.; and Chairman (March 2006 -December 2008) and Chief Executive Officer (May 2007 - December 2008) of MML Investors Services, Inc. Mr. Glavin has served on the Board since December 2009, during which
time he has become familiar with the Funds’ (and other Oppenheimer funds') financial, accounting, regulatory and investment matters and has contributed to the Board's deliberations. Oversees 96 portfolios in the OppenheimerFunds complex and will oversee [ ] portfolios if elected.
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The Fund may not borrow money, except to the extent permitted under the Investment Company Act, the rules or regulations thereunder or any exemption therefrom that is applicable to the Fund, as such statute, rules, regulations or exemptions may be amended or interpreted from time to time by the Securities and Exchange Commission, its staff, or other authority with appropriate
jurisdiction.
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Fund
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Proposed Fundamental Policy – Concentration of Investments
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Panorama Growth Portfolio
Panorama Total Return Portfolio
International Growth Fund/VA
Balanced Fund/VA
Capital Appreciation Fund/VA
Core Bond Fund/VA
Global Securities Fund/VA
Global Strategic Income Fund/VA
High Income Fund/VA
Main Street Fund/VA
Main Street Small- & Mid-Cap Fund/VA
Small- & Mid-Cap Growth Fund/VA
Value Fund/VA
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The Fund may not make any investment if, as a result, the Fund’s investments will be concentrated in any one industry, except to the extent permitted under the Investment Company Act, the rules or regulations thereunder or any exemption therefrom that is applicable to the Fund, as such statute, rules, regulations or exemption may be amended or interpreted from time to time by the
Securities and Exchange Commission, its staff, or other authority with appropriate jurisdiction. For purposes of this concentration limitation, the Fund’s investment adviser may analyze the characteristics of a particular issuer and instrument and may assign an industry or sector classification consistent with those characteristics in the event that any third party classification provider that may be used by the investment adviser does not assign
a classification.
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Money Fund/VA
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The Fund may not make any investment if, as a result, the Fund’s investments will be concentrated in any one industry, except that the Fund may invest without limit in obligations issued by banks, and except to the extent permitted under the Investment Company Act, the rules or regulations thereunder or any exemption therefrom that is applicable to the Fund, as such statute, rules,
regulations or exemption may be amended or interpreted from time to time by the Securities and Exchange Commission, its staff, or other authority with appropriate jurisdiction. For purposes of this concentration limitation, the Fund’s investment adviser may analyze the characteristics of a particular issuer and instrument and may assign an industry or sector classification consistent with those characteristics in the event that any third party
classification provider that may be used by the investment adviser does not assign a classification.
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The Fund cannot make loans, except to the extent permitted under the Investment Company Act, the rules or regulations thereunder or any exemption therefrom that is applicable to the Fund, as such statute, rules, regulations or exemption may be amended or interpreted from time to time by the Securities and Exchange Commission, its staff, or other authority with appropriate
jurisdiction.
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The Fund cannot invest in real estate or commodities, except to the extent permitted under the Investment Company Act, the rules or regulations thereunder or any exemption therefrom that is applicable to the Fund, as such statute, rules, regulations or exemption may be amended or interpreted from time to time by the Securities and Exchange Commission, its staff, or other authority with
appropriate jurisdiction.
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The Fund cannot issue “senior securities,” except to the extent permitted under the Investment Company Act, the rules or regulations thereunder or any exemption therefrom that is applicable to the Fund, as such statute, rules, regulations or exemption may be amended or interpreted from time to time by the Securities and Exchange Commission, its staff, or other authority with
appropriate jurisdiction.
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The Fund cannot underwrite securities of other issuers, except to the extent permitted under the Investment Company Act or the Securities Act of 1933, the rules or regulations thereunder or any exemption therefrom that is applicable to the Fund, as such statutes, rules, regulations or exemption may be amended or interpreted from time to time by the Securities and Exchange Commission, its
staff, or other authority with appropriate jurisdiction.
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Proposal
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Fund
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Current Fundamental Policy to be Removed
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2h
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Global Securities Fund/VA
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As a fundamental policy, the Fund normally will invest in at least three countries (one of which may be the United States).
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Balanced Fund/VA
Capital Appreciation Fund/VA
Core Bond Fund/VA
Global Securities Fund/VA
Global Strategic Income Fund/VA
High Income Fund/VA
Main Street Fund/VA
Main Street Small- & Mid-Cap Fund/VA
Money Fund/VA
Small- & Mid-Cap Growth Fund/VA
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Balanced Fund/VA
Capital Appreciation Fund/VA
Core Bond Fund/VA
Global Securities Fund/VA
Global Strategic Income Fund/VA
High Income Fund/VA
Main Street Fund/VA
Small- & Mid-Cap Growth Fund/VA
Money Fund/VA
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Fund
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Current Investment Objective
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New Investment Objective
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Balanced Fund/VA
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The Fund seeks high total investment return, which includes current income and capital appreciation.
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The Fund seeks total return.
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Capital Appreciation Fund/VA
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The Fund seeks capital appreciation by investing in securities of well-known, established companies.
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The Fund seeks capital appreciation.
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Core Bond Fund/VA
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The Fund’s main objective is to seek a high level of current income. As a secondary objective, the Fund seeks capital appreciation when consistent with its primary objective.
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The Fund seeks total return.
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Global Securities Fund/VA
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The Fund seeks long-term capital appreciation by investing a substantial portion of its assets in securities of foreign issuers, “growth-type” companies, cyclical industries and special situations that are considered to have appreciation possibilities.
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The Fund seeks capital appreciation.
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Global Strategic Income Fund/VA
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The Fund seeks a high level of current income principally derived from interest on debt securities.
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The Fund seeks total return.
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High Income Fund/VA
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The Fund seeks a high level of current income from investment in high-yield fixed income securities.
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The Fund seeks total return.
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Main Street Fund/VA
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The Fund seeks high total return.
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The Fund seeks capital appreciation.
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Money Fund/VA
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The Fund seeks maximum current income from investments in “money market” securities consistent with low capital risk and the maintenance of liquidity. The Fund is a money market fund.
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The Fund seeks income consistent with stability of principal.
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Small- & Mid-Cap Growth Fund/VA
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The Fund seeks capital appreciation by investing in “growth type” companies.
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The Fund seeks capital appreciation.
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·
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each DE Trust would continue the business of its corresponding Fund;
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·
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except as otherwise modified by Proposal 2 in this Proxy Statement, the investment objectives, policies, strategies and risks of a Fund will not change as a DE Trust;
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·
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the Board of the DE Trust, which will include any individuals elected under Proposal 1, and the officers of the DE Trust, would be the same as those of the corresponding Fund, and would operate the DE Trust in essentially the same manner as they previously operated the Fund;
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·
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the main operating agreements of the DE Trust — the investment advisory agreement, the general distributors agreement, and the distribution and/or service plan and agreement — would be substantially similar to those of the corresponding Fund;
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·
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pursuant to the Plan of Reorganization, on the effective date of the Reorganization shareholders of the Fund or series thereof would receive one share of the corresponding DE Trust or series thereof (or fractional share thereof) for every share they hold of the Fund or series thereof (or fractional shares thereof).
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Nominees for Independent Trustees
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Dollar Range of Equity Securities Owned in each Fund
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Aggregate Dollar Range of Equity Securities Held in All Registered Investment Companies Overseen or to be Overseen by Trustee in the Oppenheimer Family of Investment Companies
|
William L. Armstrong
|
Over $100,000
|
|
Edward L. Cameron
|
Over $100,000
|
|
Jon S. Fossel
|
Over $100,000
|
|
Sam Freedman
|
Over $100,000
|
|
Richard F. Grabish
|
Over $100,000
|
|
Beverly L. Hamilton
|
Over $100,000
|
|
Robert J. Malone
|
Over $100,000
|
|
F. William Marshall, Jr.
|
Over $100,000
|
|
Victoria J. Herget
|
None
|
|
Karen L. Stuckey
|
None
|
|
James D. Vaughn
|
None
|
|
Interested Trustee
|
||
William F. Glavin Jr.
|
Over $100,000
|
|
Fund
|
William L. Armstrong
Chairman of the Board and Governance Committee Member
|
Edward L. Cameron
Audit Committee Member and Governance Committee Member
|
Jon S. Fossel
Review Committee Member
|
Sam Freedman
Review Committee Chairman
|
Richard F. Grabish3
Review Committee Member
|
Beverly L. Hamilton4
Review Committee Member and Governance Committee Member
|
Robert J. Malone
Governance Committee Chairman and Audit Committee Member
|
F. William Marshall, Jr.5
Audit Committee Chairman and Governance Committee Member
|
Balanced Fund/VA
|
||||||||
Capital Appreciation Fund/VA
|
||||||||
Core Bond Fund/VA
|
||||||||
Global Securities Fund/VA
|
||||||||
Global Strategic Income Fund/VA
|
||||||||
High Income Fund/VA
|
||||||||
Main Street Fund/VA
|
||||||||
Main Street Small- & Mid-Cap Fund/VA
|
||||||||
Money Fund/VA
|
||||||||
Small- & Mid-Cap Growth Fund/VA
|
||||||||
Value Fund/VA
|
||||||||
Growth Portfolio
|
||||||||
International Growth Fund/VA
|
||||||||
Total Return Portfolio
|
||||||||
Total Compensation From All Oppenheimer Funds For Which Individual Serves As Trustee2
|
$______6
|
Name,
Position(s) Held with the Funds, Length of Service,
Age
|
Principal Occupation(s) During Past 5 Years
|
Brian W. Wixted,
Treasurer and Principal
Financial & Accounting
Officer since 1999
Age: 52
|
Senior Vice President of the Manager (since March 1999); Treasurer of the Manager and the following: HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management, Inc. and Oppenheimer Partnership Holdings, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds
International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (since November 2000), and OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since June 2003); Treasurer and Chief Financial Officer of OFI Trust Company (trust company subsidiary of the Manager) (since May 2000); Assistant Treasurer of the following: OAC (March 1999-June 2008). An officer of 96 portfolios in the
OppenheimerFunds complex.
|
Mark S. Vandehey,
Vice President and Chief Compliance Officer since
2004
Age: 61
|
Senior Vice President and Chief Compliance Officer of the Manager (since March 2004); Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management and Shareholder Services, Inc. (since March 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (since June 1983). An
officer of 96 portfolios in the OppenheimerFunds complex.
|
Arthur S. Gabinet
Secretary since 2011
Age: 53
|
Executive Vice President (since May 2010) and General Counsel (since January 2011) of the Manager; General Counsel of the Distributor (since January 2011); General Counsel of Centennial Asset Management Corporation (since January 2011); Executive Vice President and General Counsel of HarbourView Asset Management Corporation (since January 2011); Assistant Secretary (since January 2011)
and Director (since January 2011) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (since January 2011); Director of Oppenheimer Real Asset Management, Inc. (since January 2011); Executive Vice President and General Counsel of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since January 2011); Executive Vice President and General Counsel of OFI Private
Investments, Inc. (since January 2011); Vice President of OppenheimerFunds Legacy Program (since January 2011); Executive Vice President and General Counsel of OFI Institutional Asset Management, Inc. (since January 2011); General Counsel, Asset Management of the Manager (May 2010-December 2010); Principal, The Vanguard Group (November 2005-April 2010); District Administrator, U.S. Securities and Exchange Commission (January 2003-October 2005). An
officer of 96 portfolios in the OppenheimerFunds complex.
|
Christina Nasta
Vice President and Chief Business Officer since 2011
Age: 38
|
Senior Vice President of the Manager (since July 2010); Vice President of the Manager (since January 2003); Vice President of OppenheimerFunds Distributor, Inc. (since January 2003). An officer of 96 portfolios in the OppenheimerFunds complex.
|
Brian S. Petersen
Assistant Treasurer since 2004
Age: 40
|
Vice President of the Manager (since February 2007); Assistant Vice President of the Manager (August 2002-February 2007); Manager/Financial Product Accounting of the Manager (November 1998-July 2002). An officer of 96 portfolios in the OppenheimerFunds complex.
|
Stephanie Bullington
Assistant Treasurer since 2008
Age: 34
|
Vice President of the Manager (since January 2010); Assistant Vice President of the Manager (October 2005-January 2010); Assistant Vice President of ButterField Fund Services (Bermuda) Limited, part of The Bank of N.T. Butterfield Son Limited (Butterfield) (February 2004-June 2005). An officer of 96 portfolios in the OppenheimerFunds complex.
|
James Kennedy
Assistant Treasurer since 2011
Age: 52
|
Senior Vice President of the Manager (since September 2006). An officer of 96 portfolios in the OppenheimerFunds complex.
|
Lisa I. Bloomberg
Assistant Secretary since 2004
Age: 44
|
Senior Vice President (since February 2010) and Deputy General Counsel (since May 2008) of the Manager; Vice President (May 2004-January 2010) and Associate Counsel of the Manager (May 2004-May 2008); First Vice President (April 2001-April 2004), Associate General Counsel (December 2000-April 2004) of UBS Financial Services, Inc. An officer of 96 portfolios in the OppenheimerFunds
complex.
|
Randy G. Legg
Assistant Secretary since 2008
Age: 46
|
Vice President (since June 2005) and Senior Counsel (since March 2011) of the Manager; Associate Counsel (January 2007-March 2011) of the Manager. An officer of 96 portfolios in the OppenheimerFunds complex.
|
Taylor V. Edwards
Assistant Secretary since 2008
Age: 44
|
Vice President (since February 2007) and Associate Counsel (since May 2009) of the Manager; Assistant Vice President (January 2006-January 2007) and Assistant Counsel (January 2006-April 2009) of the Manager; Associate at Dechert LLP (September 2000-December 2005). An officer of 96 portfolios in the OppenheimerFunds complex.
|
Adrienne M. Ruffle
Assistant Secretary since 2008
Age: 34
|
Vice President (since February 2007) and Associate Counsel (since May 2009) of the Manager; Assistant Vice President (February 2005-January 2007); and Assistant Counsel (February 2005-April 2009); Associate Counsel (September 2002-February 2005) at Sidley Austin LLP. An officer of 96 portfolios in the OppenheimerFunds complex.
|
Name,
Position(s) Held with the Funds, Length of Service,
Age
|
Principal Occupation(s) During Past 5 Years
|
Raymond Anello
Vice President since 2011
Age: 47
Main Street Small Cap Fund/VA
|
Mr. Anello has been a Vice President of the Manager since May 2009 and a portfolio manager of the Manager since April 2011. He has served as sector manager for energy and utilities for the Manager's Main Street Investment Team since May 2009. Prior to joining the Manager, Mr. Anello was portfolio manager of the RS All Cap Dividend product from its inception in July 2007 through
April 2009 and served as a sector manager for energy and utilities for various other RS Investments products. Mr. Anello joined Guardian Life Insurance Company in October 1999 and transitioned to RS Investments in October 2006 in connection with Guardian Life Insurance Company's acquisition of an interest in RS Investments. Mr. Anello is a portfolio manager of another portfolio in the OppenheimerFunds complex.
|
Rajeev Bhaman
Vice President since 2004
Age: 48
Global Securities Fund/VA
|
Mr. Bhaman, CFA, has been a Senior Vice President of the Manager since May 2006 and was a Vice President of the Manager from January 1997 to May 2006. He is a portfolio manager and an officer of other portfolios in the OppenheimerFunds complex.
|
George Evans
Vice President since 1996
Age: 52
Panorama-International Growth Fund/VA
|
Mr. Evans has been the Director of Equities of the Manager since October 2010 and a Senior Vice President of the Manager since October 1993. He has been the Director of International Equities of the Manager since July 2004. He was Vice President of HarbourView Asset Management Corporation from July 1994 through November 2001. Mr. Evans is a portfolio
manager of other portfolios in the OppenheimerFunds complex.
|
Manind Govil
Vice President since 2009
Age: 42
Main Street Fund/VA
Panorama Series-Growth Portfolio
|
Mr. Govil, CFA, has been a Senior Vice President, the Main Street Team Leader and a portfolio manager of the Manager since May 2009. Prior to joining the Manager, Mr. Govil was a portfolio manager with RS Investment Management Co. LLC from October 2006 until March 2009. He served as the head of equity investments at The Guardian Life Insurance Company of America from August 2005
to October 2006 when Guardian Life Insurance acquired an interest in RS Investment Management Co. LLC. He served as the lead portfolio manager - large cap blend/core equity, co-head of equities and head of equity research, from 2001 to July 2005, and was lead portfolio manager - core equity, from April 1996 to July 2005, at Mercantile Capital Advisers, Inc. Mr. Govil is a portfolio manager of other portfolios in the OppenheimerFunds complex.
|
Krishna Memani
Vice President since 2009
Age: 51
Core Bond Fund/VA
Balanced Fund/VA
Global Strategic Income Fund/VA
Panorama-Total Return Portfolio
|
Mr. Memani has been the Director of Fixed Income of the Manager since October 2010 and a Senior Vice President and Head of the Investment Grade Fixed Income Team of the Manager since March 2009. Mr. Memani was a Managing Director and Head of the U.S. and European Credit Analyst Team at Deutsche Bank Securities from June 2006 through January 2009. He was the
Chief Credit Strategist at Credit Suisse Securities from August 2002 through March 2006. He was a Managing Director and Senior Portfolio Manager at Putnam Investments from September 1998 through June 2002. Mr. Memani is a portfolio manager and an officer of other portfolios in the OppenheimerFunds complex.
|
Benjamin Ram
Vice President since May 2009
Age: 39
Main Street Fund/VA
Panorama Series-Growth Portfolio
|
Mr. Ram has been a Vice President and portfolio manager of the Manager since May 2009. Prior to joining the Manager, Mr. Ram was sector manager for financial investments and a co-portfolio manager for mid-cap portfolios with the RS Core Equity Team of RS Investment Management Co. LLC from October 2006 to May 2009. He served as Portfolio Manager Mid Cap Strategies, Sector Manager
Financials at The Guardian Life Insurance Company of America from January 2006 to October 2006 when Guardian Life Insurance acquired an interest in RS Investment Management Co. LLC. He was a financial analyst, from 2003 to 2005, and co-portfolio manager, from 2005 to 2006, at Mercantile Capital Advisers, Inc. Mr. Ram was a bank analyst at Legg Mason Securities from 2000 to 2003 and was a senior financial analyst at the CitiFinancial division of Citigroup, Inc.
from 1997 to 2000. Mr. Ram is a portfolio manager of other portfolios in the OppenheimerFunds complex.
|
Arthur P. Steinmetz,
Vice President since May 2004
Age: 53
Global Strategic Income Fund/VA
|
Mr. Steinmetz has been the Chief Investment Officer of the Manager since October 2010; Chief Investment Officer, Fixed-Income, of the Manager from April 2009 to October 2010; Executive Vice President of the Manager since October 2009; Director of Fixed Income of the Manager from January 2009 to April 2009 and a Senior Vice President of the Manager
from March 1993 to September 2009. Mr. Steinmetz is a portfolio manager and an officer of other portfolios in the OppenheimerFunds complex.
|
Peter Strzalkowski
Vice President since May 2009
Age: 46
Core Bond Fund/VA
Balanced Fund/VA
Panorama-Total Return Portfolio
|
Mr. Strzalkowski, CFA, has been a Vice President of the Manager since August 2007 and a member of the Manager's Investment Grade Fixed Income Team since April 2009. Mr. Strzalkowski was a Managing Partner and Chief Investment Officer of Vector Capital Management, LLC, a structured products money management firm he founded, from July 2006 through August 2007. He was a Senior
Portfolio Manager at Highland Capital Management, L.P. from June 2005 through July 2006 and a Senior Fixed Income Portfolio Manager at Microsoft Corp. from June 2003 through June 2005. He was a Vice President and Senior Fixed Income Portfolio Manager at First Citizens Bank Trust, Capital Management Group, from April 2000 through June 2003 and a Vice President and Fixed Income Portfolio Manager at Centura Banks from November 1998 through April 2000. Mr.
Strzalkowski is a portfolio manager and an officer of other portfolios in the OppenheimerFunds complex.
|
Julie Van Cleave
Vice President since May 2010
Age: 52
Capital Appreciation/VA
|
Ms. Van Cleave has been a Vice President and Senior Portfolio Manager of the Manager since April 2010. Prior to joining the Manager, she was Managing Director, U.S. Large-Cap Growth Equity, and lead portfolio manager at Deutsche Asset Management from December 2002 to February 2009. Prior to 2002, Ms. Van Cleave was a Managing Director, a portfolio manager and a team leader with Mason
Street Advisors, a wholly owned subsidiary of Northwestern Mutual Life. Ms. Van Cleave is a portfolio manager and an officer of other portfolios in the OppenheimerFunds complex.
|
Raman Vardharaj
Vice President since May 2009
Age: 40
Main Street Small Cap Fund/VA
|
Mr. Vardharaj, CFA, has been a Vice President and portfolio manager of the Manager since May 2009. Prior to joining the Manager, Mr. Vardharaj was sector manager and a senior quantitative analyst creating stock selection models, monitoring portfolio risks and analyzing portfolio performance across the RS Core Equity Team of RS Investment Management Co. LLC from October 2006 to May 2009.
He served as quantitative analyst at The Guardian Life Insurance Company of America from 1998 to October 2006 when Guardian Life Insurance acquired an interest in RS Investment Management Co. LLC. Mr. Vardharaj is a portfolio manager of other portfolios in the OppenheimerFunds complex.
|
Joseph Welsh,
Vice President since September 1999
Age: 47
Global Strategic Income Fund/VA
High Income Fund/VA
Global Strategic Income Fund/VA
|
Mr. Welsh, CFA, has been the Head of the Manager's High Yield Corporate Debt Team since April 2009; Senior Vice President of the Manager since May 2009 and a Vice President of the Manager from December 2000 to April 2009. He was an Assistant Vice President of the Manager from December 1996 to November 2000 and a high yield bond analyst of the Manager from January 1995 to December
1996. He was a senior bond analyst with W.R. Huff Asset Management from November 1991 to December 1994. Mr. Welsh is a portfolio manager and officer of other portfolios in the OppenheimerFunds complex.
|
Mitch Williams
Vice President since November 2008
Age: 43
Value Fund/VA
Balanced Fund/VA
Total Return Portfolio
|
Mr. Williams, CFA, has been a Vice President of the Manager since July 2006 and a Senior Research Analyst of the Manager since April 2002. He was a Vice President and Research Analyst for Evergreen Funds from October 2000 to January 2002. Mr. Williams is a portfolio manager of other portfolios in the OppenheimerFunds complex.
|
Carol Wolf
Vice President December 1998
Age: 60
Money Fund/VA
|
Ms. Wolf has been a Senior Vice President of the Manager since September 2000 and of HarbourView Asset Management Corporation since June 2003. She was Vice President of the Manager from June 1990 through June 2000. Ms. Wolf is an officer and portfolio manager of other funds for which the Manager or an affiliate serves as investment adviser. Ms. Wolf is a portfolio manager of
other portfolios in the OppenheimerFunds complex.
|
Caleb Wong,
Vice President since June 2008
Age:
Global Strategic Income Fund/VA
|
Mr. Wong has been a Vice President of the Manager since June 1999. He was head of fixed income quantitative research and risk management of the Manager from 1997-1999 and has worked in fixed-income quantitative research and risk management for the Manager since July 1996. Mr. Wong is a portfolio manager and an officer of other portfolios in the OppenheimerFunds
complex.
|
Sara J. Zervos
Vice President since April 2009
Age: 42
Global Strategic Income Fund/VA
|
Ms. Zervos, PhD, has been a Senior Vice President of the Manager since January 2011 and was a Vice President of the Manager from April 2008 to December 2010. She was a portfolio manager with Sailfish Capital Management from May 2007 to February 2008 and a portfolio manager for emerging market debt at Dillon Read Capital Management and OTA Asset Management from June 2004 to
April 2007. Ms. Zervos is a portfolio manager and officer of other portfolios in the OppenheimerFunds complex.
|
Ronald Zibelli, Jr.
Vice President since November 2008
Age: 52
Small- & Mid- Cap Growth Fund/VA
|
Mr. Zibelli has been a Vice President of the Manager since May 2006. Prior to joining the Manager, he spent six years at Merrill Lynch Investment Managers, during which time he was a Managing Director and Small Cap Growth Team Leader, responsible for managing 11 portfolios. Prior to joining Merrill Lynch Investment Managers, Mr. Zibelli spent 12 years with Chase Manhattan Bank, including
two years as Senior Portfolio Manager (U.S. Small Cap Equity) at Chase Asset Management. Mr. Zibelli is a portfolio manager and officer of other portfolios in the OppenheimerFunds complex
|
Matthew Ziehl
Vice President since May 2009
Age: 44
Main Street Small Cap Fund/VA
|
Mr. Ziehl has been a Vice President and portfolio manager of the Manager since May 2009. Prior to joining the Manager, Mr. Ziehl was a portfolio manager with RS Investment Management Co. LLC from October 2006 to May 2009 and served as a managing director at The Guardian Life Insurance Company of America from December 2001 to October 2006 when Guardian Life Insurance acquired an interest
in RS Investment Management Co. LLC. Mr. Ziehl is a portfolio manager of other portfolios in the OppenheimerFunds complex.
|
Fund
|
2010
|
2011
|
Oppenheimer Balanced Fund/VA
|
||
Oppenheimer Capital Appreciation Fund/VA
|
||
Oppenheimer Core Bond Fund/VA
|
||
Oppenheimer Global Securities Fund/VA
|
||
Oppenheimer Global Strategic Income Fund/VA
|
||
Oppenheimer High Income Fund/VA
|
||
Oppenheimer Main Street Fund/VA
|
||
Oppenheimer Main Street Small- & Mid-Cap Fund/VA
|
||
Oppenheimer Money Fund/VA
|
||
Oppenheimer Small- & Mid-Cap Growth Fund/VA
|
||
Oppenheimer Value Fund/VA
|
||
Growth Portfolio
|
||
Oppenheimer International Growth Fund/VA
|
||
Total Return Portfolio
|
Fund
|
2010
|
2011
|
Oppenheimer Balanced Fund/VA
|
||
Oppenheimer Capital Appreciation Fund/VA
|
||
Oppenheimer Core Bond Fund/VA
|
||
Oppenheimer Global Securities Fund/VA
|
||
Oppenheimer Global Strategic Income Fund/VA
|
||
Oppenheimer High Income Fund/VA
|
||
Oppenheimer Main Street Fund/VA
|
||
Oppenheimer Main Street Small- & Mid-Cap Fund/VA
|
||
Oppenheimer Money Fund/VA
|
||
Oppenheimer Small- & Mid-Cap Growth Fund/VA
|
||
Oppenheimer Value Fund/VA
|
||
Growth Portfolio
|
||
Oppenheimer International Growth Fund/VA
|
||
Total Return Portfolio
|
Fund
|
2010
|
2011
|
Oppenheimer Balanced Fund/VA
|
||
Oppenheimer Capital Appreciation Fund/VA
|
||
Oppenheimer Core Bond Fund/VA
|
||
Oppenheimer Global Securities Fund/VA
|
||
Oppenheimer Global Strategic Income Fund/VA
|
||
Oppenheimer High Income Fund/VA
|
||
Oppenheimer Main Street Fund/VA
|
||
Oppenheimer Main Street Small- & Mid-Cap Fund/VA
|
||
Oppenheimer Money Fund/VA
|
||
Oppenheimer Small- & Mid-Cap Growth Fund/VA
|
||
Oppenheimer Value Fund/VA
|
||
Growth Portfolio
|
||
Oppenheimer International Growth Fund/VA
|
||
Total Return Portfolio
|
The Fund may not borrow money, except to the extent permitted under the Investment Company Act, the rules or regulations thereunder or any exemption therefrom that is applicable to the Fund, as such statute, rules, regulations or exemptions may be amended or interpreted from time to time by the Securities and Exchange Commission, its staff, or other authority with appropriate
jurisdiction.
|
Fund
|
Current Fundamental Policy – Borrowing
|
Balanced Fund/VA
Capital Appreciation Fund/VA
Core Bond Fund/VA
Global Securities Fund/VA
Global Strategic Income Fund/VA
High Income Fund/VA
Main Street Fund/VA
Main Street Small- & Mid-Cap Fund/VA
Money Fund/VA
Small- & Mid-Cap Growth Fund/VA
|
The Funds cannot borrow money in excess of 33-1/3% of the value of that Fund’s total assets. The Funds may borrow only from banks and/or affiliated investment companies. With respect to this fundamental policy, the Funds can borrow only if they maintain a 300% ratio of assets to borrowings at all times in the manner set forth in the Investment Company Act.
|
Panorama Growth Portfolio
Panorama International Growth Fund/VA
Panorama Total Return Portfolio
|
A Fund may not borrow money, except to the extent permitted under the Investment Company Act, the rules or regulations thereunder or any exemption therefrom that is applicable to the Company, as such statute, rules or regulations may be amended or interpreted from time to time.
|
Value Fund/VA
|
Value Fund/VA may not borrow money, except to the extent permitted under the Investment Company Act, the rules or regulations thereunder or any exemption therefrom that is applicable to the Fund, as such statute, rules or regulations may be amended or interpreted from time to time.
|
Fund
|
Proposed Fundamental Policy – Concentration of Investments
|
Panorama Growth Portfolio
Panorama Total Return Portfolio
International Growth Fund/VA
Balanced Fund/VA
Capital Appreciation Fund/VA
Core Bond Fund/VA
Global Securities Fund/VA
Global Strategic Income Fund/VA
High Income Fund/VA
Main Street Fund/VA
Main Street Small- & Mid-Cap Fund/VA
Small- & Mid-Cap Growth Fund/VA
Value Fund/VA
|
The Fund may not make any investment if, as a result, the Fund’s investments will be concentrated in any one industry, except to the extent permitted under the Investment Company Act, the rules or regulations thereunder or any exemption therefrom that is applicable to the Fund, as such statute, rules, regulations or exemption may be amended or interpreted from time to time by the
Securities and Exchange Commission, its staff, or other authority with appropriate jurisdiction. For purposes of this concentration limitation, the Fund’s investment adviser may analyze the characteristics of a particular issuer and instrument and may assign an industry or sector classification consistent with those characteristics in the event that any third party classification provider that may be used by the investment adviser does not assign
a classification.
|
Money Fund/VA
|
The Fund may not make any investment if, as a result, the Fund’s investments will be concentrated in any one industry, except that the Fund may invest without limit in obligations issued by banks, and except to the extent permitted under the Investment Company Act, the rules or regulations thereunder or any exemption therefrom that is applicable to the Fund, as such statute, rules,
regulations or exemption may be amended or interpreted from time to time by the Securities and Exchange Commission, its staff, or other authority with appropriate jurisdiction. For purposes of this concentration limitation, the Fund’s investment adviser may analyze the characteristics of a particular issuer and instrument and may assign an industry or sector classification consistent with those characteristics in the event that any third party
classification provider that may be used by the investment adviser does not assign a classification.
|
Fund
|
Current Fundamental Policy – Concentration of Investments
|
Panorama Total Return Portfolio
Panorama Growth Portfolio
|
Total Return Portfolio and Growth Portfolio cannot concentrate investments. That means these Funds cannot invest 25% or more of their total assets in companies in any one industry. That limit does not apply to securities issued or guaranteed by the U.S. government or its agencies and instrumentalities or securities issued by investment companies.
|
Balanced Fund/VA
Capital Appreciation Fund/VA
Core Bond Fund/VA
Global Securities Fund/VA
Global Strategic Income Fund/VA
High Income Fund/VA
Main Street Fund/VA
Main Street Small- & Mid-Cap Fund/VA
Money Fund/VA
Small- & Mid-Cap Growth Fund/VA
|
The Funds cannot concentrate investments. That means they cannot invest 25% or more of their total assets in companies in any one industry. Obligations of the U.S. government, its agencies and instrumentalities are not considered to be part of an “industry” for the purposes of this restriction. This policy does not limit investments by Money Fund/VA in obligations issued by
banks.
|
Value Fund/VA
|
Value Fund/VA cannot invest 25% or more of its total assets in any one industry. That limit does not apply to securities issued or guaranteed by the U.S. government or its agencies and instrumentalities or securities issued by investment companies.
|
International Growth Fund/VA*
|
To the extent that the Fund increases the relative emphasis of its investments in a particular industry or sector, its share values may fluctuate in response to events affecting that industry or sector. To some extent that risk may be limited by the Fund’s policy of not concentrating 25% or more of its total assets in investments in any one industry.
|
Fund
|
Current Fundamental Policy – Diversification of Investments
|
Panorama Growth Portfolio
International Growth Fund/VA
Panorama Total Return Portfolio
|
Total Return Portfolio, Growth Portfolio and Oppenheimer International Growth Fund/VA cannot buy securities or other instruments issued or guaranteed by any one issuer if more than 5% of its total assets would be invested in securities or other instruments of that issuer or if it would then own more than 10% of that issuer’s voting securities. This limitation applies to 75% of the
Fund’s total assets. The limit does not apply to securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities or securities of other investment companies.
|
Balanced Fund/VA
Capital Appreciation Fund/VA
Core Bond Fund/VA
Global Securities Fund/VA
Global Strategic Income Fund/VA
High Income Fund/VA
Main Street Fund/VA
Main Street Small- & Mid-Cap Fund/VA
Money Fund/VA
Small- & Mid-Cap Growth Fund/VA
|
No Fund can buy securities issued or guaranteed by any one issuer if (i) more than 5% of its total assets would be invested in securities of that issuer or (ii) it would then own more than 10% of that issuer’s voting securities, or (iii) it would then own more than 10% in principal amount of that issuer’s outstanding debt securities. The restriction on debt securities does
not apply to Global Strategic Income Fund/VA. All of the restrictions apply only to 75% of each Fund’s total assets. The limits do not apply to securities issued by the U.S. government or any of its agencies or instrumentalities, or securities of other investment companies.
|
Value Fund/VA
|
Value Fund/VA cannot buy securities or other instruments issued or guaranteed by any one issuer if more than 5% of its total assets would be invested in securities or other instruments of that issuer or if it would then own more than 10% of that issuer’s voting securities. This limitation applies to 75% of the Value Fund/VA’s total assets. The limit does not apply to
securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities or securities of other investment companies.
|
The Fund cannot make loans, except to the extent permitted under the Investment Company Act, the rules or regulations thereunder or any exemption therefrom that is applicable to the Fund, as such statute, rules, regulations or exemption may be amended or interpreted from time to time by the Securities and Exchange Commission, its staff, or other authority with appropriate
jurisdiction.
|
Fund
|
Current Fundamental Policy - Lending
|
Balanced Fund/VA
Capital Appreciation Fund/VA
Core Bond Fund/VA
Global Securities Fund/VA
Global Strategic Income Fund/VA
High Income Fund/VA
Main Street Fund/VA
Main Street Small- & Mid-Cap Fund/VA
Money Fund/VA
Small- & Mid-Cap Growth Fund/VA
|
The Fund cannot make loans except (a) through lending of securities, (b) through the purchase of debt instruments or similar evidences of indebtedness, (c) through an inter-fund lending program with other affiliated funds, and (d) through repurchase agreements.
|
Panorama Growth Portfolio
International Growth Fund/VA
Panorama Total Return Portfolio
|
A Fund cannot make loans, except to the extent permitted under the Investment Company Act, the rules or regulations thereunder or any exemption therefrom that is applicable to the Fund, as such statute, rules or regulations may be amended or interpreted from time to time.
|
Value Fund/VA
|
Value Fund/VA cannot make loans, except to the extent permitted under the Investment Company Act, the rules or regulations thereunder or any exemption therefrom that is applicable to the Fund, as such statute, rules or regulations may be amended or interpreted from time to time.
|
The Fund cannot invest in real estate or commodities, except to the extent permitted under the Investment Company Act, the rules or regulations thereunder or any exemption therefrom that is applicable to the Fund, as such statute, rules, regulations or exemption may be amended or interpreted from time to time by the Securities and Exchange Commission, its staff, or other authority with
appropriate jurisdiction.
|
Fund
|
Current Fundamental Policy – Real Estate & Commodities
|
Panorama Growth Portfolio
International Growth Fund/VA
Panorama Total Return Portfolio
|
A Fund cannot invest in physical commodities or commodities contracts. However, a Fund can invest in hedging instruments permitted by any of its other investment policies, and can buy or sell options, futures, securities or other instruments backed by, or the investment return from which is linked to, changes in the price of physical commodities, commodity contracts or currencies.
|
A Fund cannot invest in real estate or in interests in real estate. However, a Fund can purchase securities of issuers holding real estate or interests in real estate (including securities of real estate investment trusts) if permitted by its other investment policies.
|
|
Balanced Fund/VA
Capital Appreciation Fund/VA
Core Bond Fund/VA
Global Securities Fund/VA
Global Strategic Income Fund/VA
High Income Fund/VA
Main Street Fund/VA
Main Street Small- & Mid-Cap Fund/VA
Money Fund/VA
Small- & Mid-Cap Growth Fund/VA
|
The Funds cannot invest in commodities or commodity contracts, other than the hedging instruments permitted by any of its other fundamental policies. It does not matter whether the hedging instrument is considered to be a commodity or commodity contract.
|
The Funds cannot buy or sell real estate or interests in real estate. However, the Funds can purchase debt securities secured by real estate or interests in real estate, or issued by companies, including real estate investment trusts, which invest in real estate or interests in real estate.
|
|
Value Fund/VA
|
Value Fund/VA cannot invest in physical commodities or commodities contracts. However, the Fund can invest in hedging instruments permitted by any of its other investment policies, and can buy or sell options, futures, securities or other instruments backed by, or the investment return from which is linked to, changes in the price of physical commodities, commodity contracts or
currencies.
|
Value Fund/VA cannot invest in real estate or in interests in real estate. However, the Fund can purchase securities of issuers holding real estate or interests in real estate (including securities of real estate investment trusts) if permitted by its other investment policies.
|
The Fund cannot issue “senior securities,” except to the extent permitted under the Investment Company Act, the rules or regulations thereunder or any exemption therefrom that is applicable to the Fund, as such statute, rules, regulations or exemption may be amended or interpreted from time to time by the Securities and Exchange Commission, its staff, or other authority with
appropriate jurisdiction.
|
Fund
|
Current Fundamental Policy – Senior Securities
|
Balanced Fund/VA
Capital Appreciation Fund/VA
Core Bond Fund/VA
Global Securities Fund/VA
Global Strategic Income Fund/VA
High Income Fund/VA
Main Street Fund/VA
Main Street Small- & Mid-Cap Fund/VA
Money Fund/VA
Small- & Mid-Cap Growth Fund/VA
|
The Fund cannot issue “senior securities,” but this does not prohibit certain investment activities for which assets of the Fund are designated as segregated, or margin, collateral or escrow arrangements are established, to cover the related obligations. Examples of those activities include borrowing money, reverse repurchase agreements, delayed-delivery and when-issued
arrangements for portfolio securities transactions, and contracts to buy or sell derivatives, hedging instruments, options or futures.
|
Panorama Total Return Portfolio
Panorama Growth Portfolio
International Growth Fund/VA
|
A Fund cannot invest in “senior securities”, except to the extent permitted under the Investment Company Act, the rules or regulations thereunder or any exemption therefrom that is applicable to the Company, as such statute, rules or regulations may be amended or interpreted from time to time.
|
Value Fund/VA
|
Value Fund/VA cannot issue senior securities. However, it can make payments or deposits of margin in connection with options or futures transactions, lend its portfolio securities, enter into repurchase agreements, borrow money and pledge its assets as permitted by its other fundamental policies. For purposes of this restriction, the issuance of shares of common stock in multiple classes
or series, the purchase or sale of options, futures contracts and options on futures contracts, forward commitments, and repurchase agreements entered into in accordance with Value Fund/VA’s investment policies, and the pledge, mortgage or hypothecation of Value Fund/VA’s assets are not deemed to be senior securities.
|
The Fund cannot underwrite securities of other issuers, except to the extent permitted under the Investment Company Act or the Securities Act of 1933, the rules or regulations thereunder or any exemption therefrom that is applicable to the Fund, as such statutes, rules, regulations or exemption may be amended or interpreted from time to time by the Securities and Exchange Commission, its
staff, or other authority with appropriate jurisdiction.
|
Fund
|
Current Fundamental Policy – Underwriting
|
Panorama Total Return Portfolio
Panorama Growth Portfolio
International Growth Fund/VA
|
A Fund cannot underwrite securities of other issuers. A permitted exception is if the Fund is deemed to be an underwriter under the 1933 Act in selling its investment securities.
|
Balanced Fund/VA
Capital Appreciation Fund/VA
Core Bond Fund/VA
Global Securities Fund/VA
Global Strategic Income Fund/VA
High Income Fund/VA
Main Street Fund/VA
Main Street Small- & Mid-Cap Fund/VA
Money Fund/VA
Small- & Mid-Cap Growth Fund/VA
|
The Funds cannot underwrite securities of other companies. A permitted exception is in case a Fund is deemed to be an underwriter under the Securities Act when reselling any securities held in its own portfolio.
|
Value Fund/VA
|
Value Fund/VA cannot underwrite securities of other issuers. A permitted exception is in case it is deemed to be an underwriter under the Securities Act in reselling its portfolio securities.
|
Proposal
|
Fund
|
Current Fundamental Policy - Miscellaneous
|
2h
|
Global Securities Fund/VA
|
As a fundamental policy, the Fund normally will invest in at least three countries (one of which may be the United States).
|
[Name of Trustee]
|
||
As Trustee and not individually
|
||
[Name of Trustee]
|
||
As Trustee and not individually
|
||
[Name of Trustee]
|
||
As Trustee and not individually
|
||
Classes of Shares
|
Class __
Class __
Class __
Class __
Class __
Class __
|
Article I Name and Definitions
|
1
|
||
Section 1.1
|
Name
|
1
|
|
Section 1.2
|
Definitions
|
1
|
|
Article II Purpose of Trust
|
3
|
||
Article III Shares
|
3
|
||
Section 3.1
|
Division of Beneficial Interest
|
3
|
|
Section 3.2
|
Ownership of Shares
|
4
|
|
Section 3.3
|
Transfer of Shares
|
5
|
|
Section 3.4
|
Investments in the Trust
|
5
|
|
Section 3.5
|
Status of Shares and Limitation of Personal Liability
|
5
|
|
Section 3.6
|
Establishment of Series and Classes of Shares
|
5
|
|
Section 3.7
|
Constant Net Asset Value
|
8
|
|
Article IV The Board of Trustees
8
|
8
|
||
Section 4.1
|
Number, Election and Tenure
|
8
|
|
Section 4.2
|
Effect of Death, Resignation, etc. of a Trustee
|
9
|
|
Section 4.3
|
Powers
|
9
|
|
Section 4.4
|
Payment of Expenses by the Trust
|
13
|
|
Section 4.5
|
Payment of Expenses by Shareholders
|
13
|
|
Section 4.6
|
Small Accounts
|
14
|
|
Section 4.7
|
Ownership of Assets of the Trust
|
14
|
|
Section 4.8
|
Service Contracts.
|
14
|
|
Section 4.9
|
Trustees and Officers as Shareholders
|
15
|
|
Section 4.10
|
Determinations by Trustees
|
16
|
|
Section 4.11
|
Delegation by Trustees
|
16
|
|
Article V Shareholders’ Voting Powers and Meetings
|
16
|
||
Article VI Net Asset Value, Distributions and Redemptions
|
16
|
||
Section 6.1
|
Determination of Net Asset Value, Net Income, and Distributions
|
17
|
|
Section 6.2
|
Redemptions and Repurchases.
|
17
|
|
Article VII Compensation and Limitation of Liability of Trustees
|
19
|
||
Section 7.1
|
Compensation
|
19
|
|
Section 7.2
|
Limitation of Liability
|
19
|
|
Section 7.3
|
Trustee’s Good Faith Action, Expert Advice, No Bond or Surety
|
19
|
|
Section 7.4
|
Insurance
|
20
|
|
Section 7.5
|
Indemnification.
|
20
|
|
Section 7.6
|
Further Indemnification
|
22
|
|
Section 7.7
|
Indemnification Of Shareholders
|
22
|
|
Article VIII Miscellaneous
|
22
|
||
Section 8.1
|
Liability of Third Persons Dealing with Trustees
|
22
|
|
Section 8.2
|
Termination of the Trust or Any Series or Class.
|
23
|
|
Section 8.3
|
Reorganization and Master/Feeder.
|
23
|
|
Section 8.4
|
Amendments
|
25
|
|
Section 8.5
|
Filing of Copies, References, Headings, Rules of Construction
|
25
|
|
Section 8.6
|
Applicable Law.
|
26
|
|
Section 8.7
|
Provisions in Conflict with Law or Regulations.
|
26
|
|
Section 8.8
|
Statutory Trust Only
|
27
|
|
Section 8.9
|
Derivative Actions
|
27
|
|
Section 8.10
|
Inspection of Records and Reports
|
27
|
|
Section 8.11
|
Jurisdiction and Waiver of Jury Trial
|
28
|
(i)
|
|
Elect as Trustees of the DE Trust the following individuals: [list Board members];
|
|
(ii)
|
|
Approve an Investment Advisory Agreement between OppenheimerFunds, Inc. (the “Investment Adviser”) and the DE Trust, which is substantially the same, with any such changes as approved by shareholders of the Fund, as the then-current Investment Advisory Agreement between the Investment Adviser and the Fund;
|
|
(iii)
|
|
Approve, if applicable, a Subadvisory Agreement between the Investment Adviser and a Sub-Adviser, substantially in the form approved by shareholders of the Fund; and
|
|
(iv)
|
|
Approve Plans of Distribution pursuant to Rule 12b-1 under the 1940 Act for applicable share classes and series of the DE Trust that are substantially the same as the Plans of Distribution of the Fund and its series.
|
|
(i)
|
|
Approval of the Investment Advisory Agreement described in paragraph (f)(ii) of this Section 3 between the Investment Adviser and the DE Trust;
|
|
(i)
|
|
Approval of any Subadvisory Agreement described in paragraph (f)(iii) of this Section 3 between the Investment Adviser and a Subadvisor;
|
|
(iii)
|
|
Approval of the assignment to the DE Trust of the custody agreement(s), as amended to date, between [Custodian] and the Fund;
|
|
(iv)
|
|
Selection of [Auditor] as the DE Trust’s independent registered public accounting firm for the current fiscal year;
|
|
(v)
|
|
Approval of a principal underwriting agreement between the DE Trust and OppenheimerFunds Distributor, Inc. in substantially the same form as the Fund’s then current agreement;
|
|
(vi)
|
|
Approval of plans of distribution by the DE Trust pursuant to Rule 12b-1 under the 1940 Act for each relevant class of shares in substantially the same form as the then current plans for shares of the Fund;
|
|
(vii)
|
|
Approval of the multiple class plan pursuant to Rule 18f-3 in substantially the same form as the Fund’s then current plan;
|
|
(viii)
|
|
[Authorization of the issuance by the DE Trust of one share of each series of the DE Trust to the Fund in consideration for the payment of $1.00 for each such share for the purpose of enabling the Fund to vote on the matters referred to in paragraph (f) of this Section 3, and the subsequent redemption of such shares, all prior to the Effective Date of the Reorganization;]
|
|
(ix)
|
|
Submission of the matters referred to in paragraph (f) of this Section 3 to the Fund as sole shareholder of each series of the DE Trust; and
|
Name of Fund
|
|||
(a state and form of organization)
|
|||
By:
|
|||
Name
|
|||
Title
|
Fund Name
|
Fund Abbreviation
|
Shares Outstanding
as of _____, 20__
(All Classes)
|
Oppenheimer Balanced Fund/VA
|
Balanced Fund/VA
|
|
Oppenheimer Capital Appreciation Fund/VA
|
Capital Appreciation Fund/VA
|
|
Oppenheimer Core Bond Fund/VA
|
Core Bond Fund/VA
|
|
Oppenheimer Global Securities Fund/VA
|
Global Securities Fund/VA
|
|
Oppenheimer Global Strategic Income Fund/VA
|
Global Strategic Income Fund/VA
|
|
Oppenheimer High Income Fund/VA
|
High Income Fund/VA
|
|
Oppenheimer Main Street Fund/VA
|
Main Street Fund/VA
|
|
Oppenheimer Main Street Small- & Mid-Cap Fund/VA
|
Main Street Small- & Mid-Cap Fund/VA
|
|
Oppenheimer Money Fund/VA
|
Money Fund/VA
|
|
Oppenheimer Small- & Mid-Cap Growth Fund/VA
|
Small- & Mid-Cap Growth Fund/VA
|
|
Oppenheimer Value Fund/VA
|
Value Fund/VA
|
|
Panorama Growth Portfolio
|
Growth Portfolio
|
|
Oppenheimer International Growth Fund/VA
|
International Growth/VA
|
|
Panorama Total Return Portfolio
|
Total Return Portfolio
|
FUND
|
Quorum for Proposal 1 (Election of Trustees)
|
Vote for Proposal 1 (Election of Trustees)
|
Quorum for Proposal 2 and 3
|
Vote for Proposal 3
(Re-incorporation in Delaware)
|
Panorama Growth Portfolio
Panorama International Growth Fund/VA
Panorama Total Return Portfolio
|
Majority of the shares of stock of the Corporation entitled to vote
|
Majority of total votes cast (all series voting together)
|
Majority of the shares of stock of the Corporation entitled to vote
|
Majority of total votes cast (all series voting together)
|
Balanced Fund/VA
Capital Appreciation Fund/VA
Core Bond Fund/VA
Global Securities Fund/VA
High Income Fund/VA
Main Street Fund/VA
Main Street Small Cap Fund/VA
Money Fund/VA
Global Strategic Income Fund/VA
Value Fund/VA
Small- & Mid-Cap Growth Fund/VA
|
Majority of the shares outstanding and entitled to vote
|
Plurality of votes cast (each series voting together)
|
Majority of the shares outstanding and entitled to vote
|
Majority of votes cast (each series voting together)
|
Fund
|
Fiscal Year End
|
Number of Board Meetings During Last Fiscal Year
|
Number of Audit Committee Meetings During Last Fiscal Year
|
Number of Review Committee Meetings During Last Fiscal year
|
Number of Governance Committee Meetings During Last Fiscal Year
|
Balanced Fund/VA
|
|||||
Capital Appreciation Fund/VA
|
|||||
Core Bond Fund/VA
|
|||||
Global Securities Fund/VA
|
|||||
Global Strategic Income Fund/VA
|
|||||
High Income Fund/VA
|
|||||
Main Street Fund/VA
|
|||||
Main Street Small- & Mid-Cap Fund/VA
|
|||||
Money Fund/VA
|
|||||
Small- & Mid-Cap Growth Fund/VA
|
|||||
Value Fund/VA
|
|||||
Growth Portfolio
|
|||||
International Growth/VA
|
|||||
Total Return Portfolio
|
|||||
Capital Income Fund
|
Signature Date
|
|
||
Signature (if held jointly) Date | |||
Title if a corporation, partnership or other entity |
1. Internet:
|
Log on to www.proxyonline.com. Make sure to have this proxy card available when you plan to vote your shares. You will need the control number found in the box at the right at the time you execute your vote.
|
Control Number:
|
|
2. Touchtone
Phone:
|
Simply dial toll-free 1-866-###-#### and follow the automated instructions. Please have this proxy card available at the time of the call.
|
||
3. Mail:
|
Simply sign, date, and complete the reverse side of this proxy card and return it in the postage paid envelope provided.
|
The Board of the Fund unanimously recommends a vote for ALL NOMINEES.
|
|||||
1. Proposal: To elect Board Member Nominees
|
|||||
NOMINEES:
|
FOR ALL (NOMINEES)
|
WITHHOLD FROM ALL (NOMINEES)
|
|||
(01) William L. Armstrong
|
(05) Richard F. Grabish
|
(09) Victoria J. Herget
|
|||
(02) Edward L. Cameron
|
(06) Beverly L. Hamilton
|
(10) Karen L. Stuckey
|
|||
(03) Jon S. Fossel
|
(07) Robert J. Malone
|
(11) James D. Vaughn
|
|||
(04) Sam Freedman
|
(08) F. William Marshall, Jr.
|
(12) William F. Glavin Jr.
|
|||
INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided above.
|
OppenheimerFunds, Inc.
Two World Financial Center
225 Liberty Street, 11th Floor
New York, New York 10281-1008
November 18, 2011
VIA EDGAR
Securities and Exchange Commission
Mail Stop 0-7, Filer Support
6432 General Green Way
Alexandria, VA 22312
Re: Oppenheimer Funds listed in Exhibit A
To the Securities and Exchange Commission:
An electronic ("EDGAR") filing is transmitted herewith pursuant to Rule 14a-6 under the Securities Exchange Act of 1934, as amended. This filing contains preliminary proxy materials to be furnished to shareholders of each of the Oppenheimer-advised funds listed on Exhibit A (the "Funds") in connection with a joint meeting of the Funds’ shareholders to be held on either January 20, 2012 or February 29, 2012, as indicated in the proxy materials. Those materials include the proxy statement, ballot, and notice of meeting.
The Funds plan to file the definitive version of the proxy materials on or about December 12, 2011.
The proposals to be submitted to shareholders at that meeting are: (1) the election of Board Member Nominees for all Funds, and (2) for certain Funds as indicated in the proxy statement, to approve changes in, or the removal of, certain fundamental policies/investment objectives, and (3) to approve an Agreement and Plan of Reorganization that provides for the reorganization of each Fund that is a Maryland corporation or a Massachusetts business trust, as applicable, into a Delaware statutory trust.
With respect to the proposed fundamental policies included as Proposal 2, the Funds note that certain of the policies are identical to those included in Pre-Effective Amendment No. 2 to the registration statement of Oppenheimer Global High Yield Fund (File Nos. 811-22609, 333-176889), to which the Securities and Exchange Commission ("Commission") staff had provided comments on October 19, 2011.
The Securities and Exchange Commission Staff is requested to address any comments or questions on this filing to the undersigned at:
Edward Gizzi, Esq.
OppenheimerFunds, Inc.
Two World Financial Center
225 Liberty Street
New York, New York 10281
Phone number: 212.323.4091
E-mail: egizzi@oppenheimerfunds.com
Sincerely,
/s/ Edward Gizzi
Edward Gizzi
Vice President and Assistant Counsel
Attachments
cc: Valerie Lithotomos, Esq.
Taylor Edwards, Esq.
Emily Petkun Ast, Esq.
Lori E. Bostrom, Esq.
K&L Gates LLP
Exhibit A
oppenheimer Variable Account Funds, on behalf of - Oppenheimer Value Fund/VA |
File No. 811-4108; Reg. No. 2-93177 |
Panorama Series Fund, Inc., on behalf of |
File No. 811-3255; Reg. No. 2-73969 |