485APOS

                                                                                           Registration No. 2-93177
                                                                                                  File No. 811-4108
                                        SECURITIES AND EXCHANGE COMMISSION
                                               WASHINGTON, DC 20549
                                                     FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933                                                                                                  [ x ]

Pre-Effective Amendment No. _____                                                                            [   ]

Post-Effective Amendment No. 38                                                                              [ x ]
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                                                      and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940                                                                                                   [ x ]

Amendment No. 34                                                                                              [ x ]
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                                        Oppenheimer Variable Account Funds
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                                (Exact Name of Registrant as Specified in Charter)

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                                 6803 South Tucson Way, Centennial, Colorado 80112
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                                (Address of Principal Executive Offices) (Zip Code)

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                                                   303-768-3200
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                               (Registrant's Telephone Number, including Area Code)

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                                               Robert G. Zack, Esq.
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                                              OppenheimerFunds, Inc.
                                   498 Seventh Avenue, New York, New York 10018
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                                      (Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate box):

[   ]    Immediately upon filing pursuant to paragraph (b)
[   ]    On _______________ pursuant to paragraph (b)
[ x ]    60 days after filing pursuant to paragraph (a)(1)
[   ]    On _______________ pursuant to paragraph (a)(1)
[   ]    75 days after filing pursuant to paragraph (a)(2)
[   ]    On _______________ pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:
[   ]    This  post-effective  amendment  designates a new  effective  date for a previously  filed  post-effective
         amendment.

Oppenheimer
Value Fund/VA
A series of Oppenheimer Variable Account Funds

Prospectus dated December 1, 2002



                                                             Oppenheimer Value Fund/VA is a mutual fund. It seeks
                                                             long-term growth of capital by investing mainly in
                                                             common stocks with low price-earnings ratios and
                                                             better-than-anticipated earnings.
                                                                      Shares of the Fund are sold only as the
                                                             underlying investment for variable life insurance
                                                             policies, variable annuity contracts and other
                                                             insurance company separate accounts. A prospectus for
                                                             the insurance product you have selected accompanies
                                                             this Prospectus and explains how to select shares of
                                                             the Fund as an investment under that insurance product,
                                                             and whether you are only eligible to purchase Service
                                                             share of the Fund.
                                                                      This Prospectus contains important information
                                                             about the Fund's objective, its investment policies,
                                                             strategies and risks. Please read this Prospectus (and
                                                             your insurance product prospectus) carefully before you
                                                             invest and keep them for future reference about your
                                                             account.




As with all mutual funds, the Securities
And Exchange Commission has not approved or disapproved
the Fund's securities nor has it determined that
this Prospectus is accurate or complete.
It is a criminal offense to represent otherwise.
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CONTENTS



                          ABOUT THE FUND

                          The Fund's Objective and Investment Strategies

                          Main Risks of Investing in the Fund

                          The Fund's Performance

                          About the Fund's Investments

                          How the Fund is Managed



                          INVESTING IN THE FUND

                          How to Buy and Sell Shares

                          Dividends, Capital Gains and Taxes

                          Financial Highlights




ABOUT THE FUND

The Fund's Objective and Investment Strategies

What Is the Fund's Investment Objective? The Fund seeks long-term growth of capital by investing primarily in
common stocks with low price-earnings ratios and better-than-anticipated earnings. Realization of current income
is a secondary consideration.

What Does the Fund  Mainly  Invest In?  The Fund may invest  mainly in common  stocks of  different  capitalization
ranges, and currently emphasizes large capitalization stocks. The Fund also can buy other investments, including:
o        Preferred stocks, rights and warrants and convertible securities, and
o        Securities of U.S. and foreign companies, although there are limits on the Fund's investments in foreign
                      securities.

How Does the Portfolio  Manager  Decide What  Securities to Buy or Sell?  In selecting  securities  for purchase or
sale by the Fund,  the Fund's  portfolio  manager  selects  securities  one at a time.  This is called a "bottom up
approach." The portfolio  manager uses fundamental  analysis to select securities for the Fund that he believes are
temporarily  out of favor with or whose  values are not fully  recognized  by the market  (commonly  referred to as
"value  stocks").  While this process and the  inter-relationship  of the factors used may change over time and its
implementation  may vary in particular cases, the portfolio manager currently  considers the following factors when
assessing a company's business prospects:
o        Future supply/demand conditions for its key products,
o        Product cycles,
o        Quality of management,
o        Competitive position in the market place,
o        Reinvestment plans for cash generated, and
o        Better-than-expected earnings reports.

         Not all factors are relevant for every individual security.

The portfolio manager may consider selling a stock for one or more of the following reasons:
o        The stock price reached its target,
o        The company's fundamentals appear to be deteriorating, or
o        Better stock selections are believed to have been identified.

Who Is the Fund Designed For? The Fund's shares are available only as an investment option under certain variable
annuity contracts, variable life insurance policies and investment plans offered through insurance company
separate accounts of participating insurance companies, for investors seeking capital growth in their investment
over the long term, from a fund that invests in stocks of different capitalization ranges.  Those investors
should be willing to assume the risks of short-term share price fluctuations that are typical for a fund that can
have substantial stock investments. Since the Fund's income level will fluctuate and will likely be small, it is
not designed for investors needing an assured level of current income.  The Fund is not a complete investment
program.

Main Risks of Investing in the Fund

         All investments have some degree of risk.  The Fund's investments are subject to changes in their value
from a number of factors described below.  There is also the risk that poor security selection by the Fund's
investment Manager, OppenheimerFunds, Inc., will cause the Fund to underperform other funds having a similar
objective.

|X|      Risks of Investing in Stocks.  Stocks fluctuate in price, and their short-term volatility at times may
be great. Because the Fund currently focuses its investments in stocks, the value of the Fund's portfolio will be
affected by changes in the stock markets.  Market risk will affect the Fund's net asset values per share, which
will fluctuate as the values of the Fund's portfolio securities change.

         A variety of factors can affect the price of a particular stock and the prices of individual stocks do
not all move in the same direction uniformly or at the same time.  Different stock markets may behave differently
from each other. In particular, because the Fund currently emphasizes investments in stocks of U.S. issuers, it
will be affected primarily by changes in U.S. stock markets.

         Additionally,  stocks of  issuers  in a  particular  industry  may be  affected  by  changes  in  economic
conditions  that affect that industry more than others,  or by changes in government  regulations,  availability of
basic  resources or  supplies,  or other  events.  At times,  the Fund may  increase  the relative  emphasis of its
investments  in a  particular  industry.  To the extent that the Fund is  emphasizing  investments  in a particular
industry, its share values may fluctuate in response to events affecting that industry.

         Other factors can affect a particular stock's price, such as poor earnings reports by the issuer, loss
of major customers, major litigation against the issuer, or changes in government regulations affecting the
issuer. The Fund emphasizes securities of large companies but it can also buy stocks of small- and medium-size
companies, which may have more volatile stock prices than stocks of large companies.

|X|      Risks of Value Investing. Value investing seeks stocks having prices that are low in relation to their
real worth or prospects in the hope that the Fund will realize appreciation in the value of its holdings when
other investors realize the intrinsic value of those stocks. In using a value investing style, there is the risk
that the market will not recognize that the securities are undervalued and they might not appreciate in value as
the Manager anticipates.

How Risky is the Fund Overall?  The risks described above collectively form the overall risk profile of the Fund
and can affect the value of the Fund's investments, its investment performance and its prices per share.
Particular investments and investment strategies also have risks.  These risks mean that you can lose money by
investing in the Fund. When you redeem your shares, they may be worth more or less than what you paid for them.
The share prices of the Fund will change daily based on changes in market prices of securities and market
conditions, and in response to other economic events. There is no assurance that the Fund will achieve its
investment objective.

         The Fund focuses its investments on stocks for long-term growth. In the short term, the stock markets
can be volatile, and the prices of the Fund's shares will go up and down. The Fund generally does not use
income-oriented investments to help cushion the Fund's total return from changes in stock prices, except for
defensive purposes. In the OppenheimerFunds spectrum, the Fund is generally more conservative than aggressive
growth stock funds, but more aggressive than funds that invest in stocks and bonds.

An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency.

The Fund's Performance

         Because the Fund recently commenced operations, prior performance information for a full calendar year
is not yet available.  Once available, this information will provide some indication of the risks of an
investment in the Fund by showing how the Fund's performance compares to those of a broad-based index, such as
the S&P 500 Index.  After the Fund has commenced investment operations, to obtain the Fund's performance
information, you can contact the Transfer Agent at the toll-free telephone number on the back cover of this
Prospectus. Please remember that the Fund is intended to be a long-term investment, performance results are
historical, and that past performance (particularly over a short-term period) is not predictive of future results.

About the Fund's Investments

The Fund's Principal Investment Policies.  The allocation of the Fund's portfolio among different types of
investments will vary over time based on the Manager's evaluation of economic and market trends.  The Fund's
portfolio might not always include all of the different types of investments described below. The Statement of
Additional Information contains more detailed information about the Fund's investment policies and risks.

         The Manager tries to reduce risks by carefully researching securities before they are purchased, and in
some cases by using hedging techniques.  The Fund attempts to reduce its exposure to market risks by diversifying
its investments, that is, by not holding a substantial percentage of the stock of any one company and by not
investing too great a percentage of the Fund's assets in any one issuer.  Also, the Fund does not concentrate 25%
or more of its total assets in any one industry or the securities of any one foreign government.  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.

         However, changes in the overall market prices of securities can occur at any time. The share prices of
the Fund will change daily based on changes in market prices of securities and market conditions and in response
to other economic events.

|X|      Stock  Investments.  The Fund invests  primarily in a  diversified  portfolio of common  stocks of issuers
that may be of small, medium or large  capitalization,  to seek capital growth. The Fund can invest in other equity
securities,  including  preferred stocks,  rights and warrants,  and securities  convertible into common stock. The
Fund  can buy  securities  issued  by  domestic  or  foreign  companies.  However,  the Fund  currently  emphasizes
investments in large capitalization stocks of U.S. issuers.

         Although many convertible securities are debt securities, the Manager considers some of them to be
"equity equivalents" because of their conversion feature. In those cases, their rating has less impact on the
investment decision than in the case of other debt securities. The Fund can buy convertible securities rated as
low as "B" by Moody's Investor Services, Inc. or Standard & Poor's Rating Service or having comparable ratings by
other nationally recognized rating organizations (or, if they are unrated, having a comparable rating assigned by
the Manager). Those ratings are below "investment grade" and the securities are subject to greater risk of
default by the issuer than investment-grade securities. These investments are subject to the Fund's policy of not
investing more than 10% of its net assets in debt securities.

|X|      Portfolio Turnover. The Fund may engage in short-term trading to seek its objective. The Fund's
portfolio turnover rate will fluctuate from year to year, depending on market conditions.  Portfolio turnover
increases the Fund's brokerage costs, which reduces its performance.  Because shares of the Fund may be purchased
only through insurance company separate accounts for variable annuity contracts, variable life insurance policies
or other investment products, dividends paid by the Fund from net investment income and distributions (if any) of
net realized short-term and long-term capital gains will be taxable, if at all, to the participating insurance
company.

Can the Fund's Investment Objective and Policies Change?  The Fund's Board of Trustees can change non-fundamental
investment policies without shareholder approval, although significant changes will be described in amendments to
this Prospectus.  Fundamental policies cannot be changed without the approval of a majority of the Fund's
outstanding voting shares.  The Fund's investment objectives are fundamental policies.  Other investment
restrictions that are fundamental policies are listed in the Statement of Additional Information.  An investment
policy is not fundamental unless this Prospectus or the Statement of Additional Information says that it is.

Other Investment Strategies.  To seek its objective, the Fund can also use the investment techniques and
strategies described below.  The Fund might not always use all of them.  These techniques have risks, although
some of them are designed to help reduce overall investment or market risks.

|X|      Cash and Cash Equivalents. Under normal market conditions the Fund can invest up to 15% of its net
assets in cash and cash equivalents such as commercial paper, repurchase agreements, Treasury bills and other
short-term U.S. government securities. This strategy would be used primarily for cash management or liquidity
purposes. To the extent that the Fund uses this strategy, it might reduce its opportunities to seek its objective
of long-term growth of capital.

|X|      Debt  Securities.  Under  normal  market  conditions,  the Fund can  invest  in debt  securities,  such as
securities issued or guaranteed by the U.S.  government or its agencies and  instrumentalities,  foreign government
securities,  and foreign and domestic  corporate  bonds and debentures.  Normally these  investments are limited to
not more than 10% of the Fund's net assets, including convertible debt securities.

         The debt securities the Fund buys may be rated by nationally recognized rating organizations or they may
be unrated securities assigned an equivalent rating by the Manager. The Fund's debt investments may be
"investment grade" (that is, rated in the four highest rating categories of a nationally recognized rating
organization) or may be lower-grade securities (sometimes called "junk bonds") rated as low as "B," as described
above.

Credit Risk.  Debt securities are subject to credit risk.  Credit risk relates to the ability of the issuer of a
security to make interest and principal payments on the security as they become due. If the issuer fails to pay
interest, the Fund's income might be reduced, and if the issuer fails to repay principal, the value of that
security and of the Fund's shares might be reduced. A downgrade in an issuer's credit rating or other adverse
news about an issuer can reduce the value of that issuer's securities. While the Fund's investments in U.S.
government securities are subject to little credit risk, the Fund's other investments in debt securities,
particularly high-yield, lower-grade debt securities are subject to risks of default. Lower-grade debt securities
may be subject to greater market fluctuations and greater risks of loss of income and principal than
investment-grade debt securities.

Interest Rate Risk. The values of debt securities, including U.S. government securities, are subject to change
when prevailing interest rates change.  When interest rates fall, the values of already-issued debt securities
generally rise.  When interest rates rise, the values of already-issued debt securities generally fall, and they
may sell at a discount from their face amount. The magnitude of these fluctuations will often be greater for
longer-term debt securities than shorter-term debt securities.  The Fund's share prices can go up or down when
interest rates change because of the effect of the changes on the value of the Fund's investments in debt
securities.

Foreign Securities. The Fund can invest up to 25% of its total assets in foreign securities. These include equity
         or debt securities of companies and debt securities of governments in any country, developed or
         underdeveloped.

         While foreign securities offer special investment opportunities, there are also special risks, such as
         foreign taxation, risks of delays in settlements of securities transactions, and the effects of a change
         in value of a foreign currency against the U.S. dollar, which will result in a change in the U.S. dollar
         value of securities denominated in that foreign currency.

|X|      Derivative Investments. In general terms, a derivative investment is an investment contract whose value
depends on (or is derived from) the value of an underlying asset, interest rate or index. Options, futures,
mortgage-related securities and "stripped" securities are examples of derivatives the Fund can use. Currently the
Fund does not use derivative investments to a significant degree.

o        There Are Special Risks In Using Derivative Investments. If the issuer of the derivative does not pay
the amount due, the Fund can lose money on the investment. Also, the underlying security or investment on which
the derivative is based, and the derivative itself, might not perform the way the Manager expected it to perform.
If that happens, the Fund's share prices could decline or the Fund could get less income than expected. Interest
rate and stock market changes in the U.S. and abroad may also influence the performance of derivatives. Some
derivative investments held by the Fund may be illiquid. The Fund has limits on the amount of particular types of
derivatives it can hold. However, using derivatives can cause the Fund to lose money on its investment and/or
increase the volatility of its share prices.

o        Hedging. The Fund can write covered calls on securities, futures and stock indices, and can buy and sell
certain kinds of futures contracts and forward contracts. The Fund is not required to use hedging instruments to
seek its objective. The Fund does not use hedging instruments for speculative purposes.

         Options trading involves the payment of premiums and has special tax effects on the Fund. There are also
special risks in particular hedging strategies. For example, if a covered call written by the Fund is exercised
on an investment that has increased in value, the Fund will be required to sell the investment at the call price
and will not be able to realize any profit if the investment has increased in value above the call price.

         If the Manager used a hedging instrument at the wrong time or judged market conditions incorrectly, the
strategy could reduce the Fund's return. The Fund could also experience losses if the prices of its futures and
options positions were not correlated with its other investments or if it could not close out a position because
of an illiquid market.

|X|      Illiquid and Restricted Securities. Investments may be illiquid because they do not have an active
trading market, making it difficult to value them or dispose of them promptly at an acceptable price. A
restricted security is one that has a contractual restriction on its resale or which cannot be sold publicly
until it is registered under the Securities Act of 1933. The Fund cannot invest more than 10% of its net assets
in illiquid or restricted securities (including repurchase agreements maturing beyond seven (7) days). Certain
restricted securities that are eligible for resale to qualified institutional purchasers may not be subject to
that limit. The Manager monitors holdings of illiquid securities on an ongoing basis to determine whether to sell
any holdings to maintain adequate liquidity.

|X|      Temporary Defensive and Interim Investments. When market or economic conditions are unstable or adverse,
the Fund can invest up to 100% of its assets in defensive securities.  Generally, they would be short-term U.S.
government securities, high-grade commercial paper, bank obligations or repurchase agreements. To the extent the
Fund invests defensively in these securities, it might not achieve its investment objective.  The Fund may also
hold these types of securities pending the investment of proceeds from the sale of Fund shares or portfolio
securities or to meet anticipated redemptions of Fund shares.

How the Fund Is Managed

The Manager. The Manager chooses the Fund's investments and handles its day-to-day business.  The Manager carries
out its duties, subject to the policies established by the Fund's Board of Trustees, under an investment advisory
agreement that states the Manager's responsibilities.  The agreement sets the fees the Fund pays to the Manager
and describes the expenses that the Fund is responsible to pay to conduct its business.

         The Manager has been an investment advisor since January 1960.  The Manager and its subsidiaries and
controlled affiliates managed more than $125 billion in assets as of June 30, 2002, including other Oppenheimer
funds with more than seven million shareholder accounts.  The Manager is located at 498 Seventh Avenue, New York,
New York 10018.

|X|      Portfolio Manager. The Fund is managed by Christopher Leavy. Mr. Leavy is a Senior Vice President of the
Manager, Vice President of the Fund and serves as an officer and portfolio manager of other Oppenheimer funds.
Prior to joining the Manager in September 2000, he was a portfolio manager of Morgan Stanley Dean Witter
Investment Management (from 1997) prior to which he was a portfolio manager and equity analyst of Crestar Asset
Management (from 1995).

|X|      Advisory Fees.  Under the investment advisory agreement, the Fund pays the Manager an advisory fee at an
annual rate that declines on additional assets as the Fund grows: (To be determined).

|X|      Possible Conflicts of Interest. The Fund offers its shares to separate accounts of different insurance
companies that are not affiliated with each other, as an investment for their variable annuity, variable life and
other investment product contracts. While the Fund does not foresee any disadvantages to contract owners from
these arrangements, it is possible that the interests of owners of different contracts participating in the Fund
through different separate accounts might conflict. For example, a conflict could arise because of differences in
tax treatment.

         The Fund's Board of Trustees has procedures to monitor the portfolio for possible conflicts to determine
what action should be taken. If a conflict occurs, the Board might require one or more participating insurance
company separate accounts to withdraw their investments in the Fund. That could force the Fund to sell securities
at disadvantageous prices, and orderly portfolio management could be disrupted. Also, the Board might refuse to
sell shares of the Fund to a particular separate account, or could terminate the offering of the Fund's shares if
required to do so by law or if it would be in the best interests of the shareholders of the Fund to do so.

INVESTING IN THE FUND

How to Buy and Sell Shares

Two classes of shares are described in this Prospectus.  Currently, the Fund offers only non-service shares.

How Are Shares Purchased?  Shares of the Fund may be purchased only by separate investment accounts of
participating insurance companies as an underlying investment for variable life insurance policies, variable
annuity contracts or other investment products. Individual investors cannot buy shares of the Fund directly.
Please refer to the accompanying prospectus of the participating insurance company for information on how to
select the Fund as an investment option for that variable life insurance policy, variable annuity or other
investment product. That Prospectus will indicate whether you are eligible to purchase Service shares of the
Fund. The Fund reserves the right to refuse any purchase order when the Manager believes it would be in the
Fund's best interests to do so.

|X|      Market Timers.  The Fund has instructed its participating insurance companies that it may restrict or
refuse investments by their separate accounts from market timers.  "Market timers" include persons whose separate
account transactions have, or have attempted (i) an exchange out of the Fund within two weeks of an earlier
exchange request, (ii) exchanges out of the Fund more than twice in any calendar quarter, (iii) an exchange of
Fund shares equal to at least $5 million, or more than 1% of the Fund's net assets, or (iv) other transactions in
Fund shares that demonstrated a timing pattern.  Separate accounts under common ownership or control are combined
for these limits. There can be no assurance that all such participating insurance companies will be successful in
controlling investments in their respective separate accounts by market timers.

         The interests of the Fund's long-term shareholders and its ability to manage its investments may be
adversely affected when its shares are repeatedly bought and sold in response to short-term market fluctuations -
also known as "market timing."  When large dollar amounts are involved, the Fund may have difficulty implementing
long-term investment strategies, because it cannot predict how much cash it will have to invest.  Market timing
also may force the Fund to sell portfolio securities at disadvantageous times to raise the cash needed to buy a
market timer's Fund shares.  These factors may hurt the Fund's performance and its shareholders.

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Information about your investment in the Fund through your variable annuity contract, variable life insurance
policy or other plan can be obtained only from your participating insurance company or its servicing agent. The
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Fund's Transfer Agent does not hold or have access to those records. Instructions for buying or selling shares of
the Fund should be given to your insurance company or its servicing agent, not directly to the Fund or its
Transfer Agent.
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|X|      At What Price Are Shares Sold?  Shares are sold at their offering price, which is the net asset value
per share. The Fund does not impose any sales charge on purchases of its shares. If there are any charges imposed
under the variable annuity, variable life or other contract through which Fund shares are purchased, they are
described in the accompanying prospectus of the participating insurance company.

         The net asset value per share is determined as of the close of The New York Stock Exchange on each day
that the exchange is open for trading (referred to in this Prospectus as a "regular business day"). The Exchange
normally closes at 4:00 P.M., Eastern time, but may close earlier on some days. All references to time in this
Prospectus mean "Eastern time."

         The net asset value per share is determined by dividing the value of the Fund's net assets attributable
to a class by the number of shares of that class that are outstanding. To determine net asset value, the Fund's
Board of Trustees has established procedures to value the Fund's securities, in general, based on market value.
The Board has adopted special procedures for valuing illiquid and restricted securities and obligations for which
market values cannot be readily obtained. Because some foreign securities trade in markets and on exchanges that
operate on weekends and U.S. holidays, the values of some of the Fund's foreign investments may change on days
when investors cannot buy or redeem Fund shares.

         If, after the close of the principal market on which a security held by the Fund is traded, and before
the time the Fund's securities are priced that day, an event occurs that the Manager deems likely to cause a
material change in the value of such security, the Fund's Board of Trustees has authorized the Manager, subject
to the Board's review, to ascertain a fair value for such security.  A security's valuation may differ depending
on the method used for determining value.

         The offering price that applies to an order from a participating insurance company is based on the next
calculation of the net asset value per share that is made after the insurance company (as the Fund's designated
agent to receive purchase orders) receives a purchase order from its contract owners to purchase Fund shares on a
regular business day, provided that the Fund receives the order from the insurance company, generally by 9:30
A.M. on the next regular business day at the offices of its Transfer Agent in Colorado.

|X|      Classes of Shares.  The Fund may offer two different classes of shares. The class of shares offered by
this Prospectus has no class name designation.  The other class of shares designated as Service shares are
subject to a Distribution and Service Plan. The impact of the expenses of the Plan on Service shares is described
below.  The class of shares that are not subject to a Plan has no class "name" designation. The different classes
of shares represent investments in the same portfolio of securities but are expected to be subject to different
expenses and will likely have different share prices.

Distribution and Service Plan for Service Shares. The Fund has adopted a Distribution and Service Plan for
Service shares to pay the distributor, for distribution related services for the Fund's Service shares. Under the
Plan, payments are made quarterly at an annual rate of up to 0.25% of the average annual net assets of Service
shares of the Fund.  The distributor currently uses all of those fees to compensate sponsor(s) of the insurance
product that offers Fund shares, for providing personal service and maintenance of accounts of their variable
contract owners that hold Service shares.  The impact of the service plan is to increase operating expenses of
the Service shares, which results in lower performance compared to the Fund's shares that are not subject to a
service fee.

How Are Shares Redeemed?  As with purchases, only the participating insurance companies that hold Fund shares in
their separate accounts for the benefit of variable annuity contracts, variable life insurance policies or other
investment products can place orders to redeem shares. Contract holders and policy holders should not directly
contact the Fund or its transfer agent to request a redemption of Fund shares.  Contract owners should refer to
the withdrawal or surrender instructions in the accompanying prospectus of the participating insurance company.

         The share price that applies to a redemption order is the next net asset value per share that is
determined after the participating insurance company (as the Fund's designated agent) receives a redemption
request on a regular business day from its contract or policy holder, provided that the Fund receives the order
from the insurance company, generally by 9:30 A.M. the next regular business day, at the office of its Transfer
Agent in Colorado.  The Fund normally sends payment by Federal Funds wire to the insurance company's account the
day after the Fund receives the order (and no later than seven days after the Fund's receipt of the order).
Under unusual circumstances determined by the Securities and Exchange Commission, payment may be delayed or
suspended.

Dividends, Capital Gains and Taxes

Dividends.  The Fund intends to declare dividends separately for each class of shares from net investment income,
if any, on an annual basis, and to pay those dividends in March on a date selected by the Board of Trustees.
Dividends and distributions will generally be lower for Service shares, which normally have higher expenses. The
Fund has no fixed dividend rate and cannot guarantee that it will pay any dividends or distributions.

         All dividends (and any capital gains distributions) will be reinvested automatically in additional Fund
shares at net asset value for the account of the participating insurance company (unless the insurance company
elects to have dividends or distributions paid in cash).

Capital Gains.  The Fund may realize capital gains on the sale of portfolio securities.  If it does, it may make
distributions out of any net short-term or long-term capital gains in March of each year.  The Fund may make
supplemental distributions of dividends and capital gains following the end of its fiscal year.  There can be no
assurance that the Fund will pay any capital gains distributions in a particular year.

Taxes.  For a discussion of the tax status of a variable annuity contract, a variable life insurance policy or
other investment product of a participating insurance company, please refer to the accompanying prospectus of
your participating insurance company. Because shares of the Fund may be purchased only through insurance company
separate accounts for variable annuity contracts, variable life insurance policies or other investment products,
dividends paid by the Fund from net investment income and distributions (if any) of net realized short-term and
long-term capital gains will be taxable, if at all, to the participating insurance company.

         This information is only a summary of certain federal income tax information about an investment in Fund
shares.  You should consult with your tax advisor or your participating insurance company representative about
the effect of an investment in the Fund under your contract or policy.

INFORMATION AND SERVICES

For More Information on Oppenheimer Value Fund/VA

The following additional information about the Fund is available without charge upon request:

STATEMENT OF ADDITIONAL INFORMATION.  This document includes additional information about the Fund's
investment policies, risks, and operations. It is incorporated by reference into this Prospectus (which
means it is legally part of this Prospectus).

ANNUAL AND SEMI-ANNUAL REPORTS.  Additional information about the Fund's investments and performance will
be available in the Fund's Annual and Semi-Annual Reports to shareholders. The Annual Report will include a
discussion of market conditions and investment strategies that significantly affected the Fund's
performance during its last fiscal year.

How to Get More Information

You can request the Statement of Additional Information, the Annual and Semi-Annual Reports, (when
available) the notice explaining the Fund's privacy policy and other information about the Fund, or
instructions on how to contact the sponsor of your insurance product:
- ------------------------------------------------------- ------------------------------------------------------------
By Telephone:                                           Call OppenheimerFunds Services toll-free:
                                                        1.800.981.2871
- ------------------------------------------------------- ------------------------------------------------------------
- ------------------------------------------------------- ------------------------------------------------------------
By Mail:                                                Write to:
                                                        OppenheimerFunds Services
                                                        P.O. Box 5270
                                                        Denver, Colorado 80217-5270
- ------------------------------------------------------- ------------------------------------------------------------

Information about the Fund including the Statement of Additional Information can be reviewed and copied at
the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference
Room may be obtained by calling the SEC at 1.202.942.8090.  Reports and other information about the Fund
are available on the EDGAR database on the SEC's Internet website at www.sec.gov. Copies may be obtained
                                                                     -----------
after payment of a duplicating fee by electronic request at the SEC's e-mail address: publicinfo@sec.gov or
by writing to the SEC's Public Reference Section, Washington, D.C. 20549-0102.

No one has been authorized to provide any information about the Fund or to make any representations about
the Fund other than what is contained in this Prospectus. This Prospectus is not an offer to sell shares of
the Fund, nor a solicitation of an offer to buy shares of the Fund, to any person in any state or other
jurisdiction where it is unlawful to make such an offer.
The Fund's SEC File No.: 811-4108
PR0642.001.0802
Printed on recycled paper.

- -------------------------------------------------------------------------------
Oppenheimer Variable Account Funds
- -------------------------------------------------------------------------------


6803 S. Tucson Way, Centennial, Colorado 80112

1.800.981.2871


Statement of  Additional  Information  dated May 1, 2002,  revised  December 1,

2002


OPPENHEIMER  VARIABLE  ACCOUNT  FUNDS (the  "Trust") is an  investment  company
consisting of 11 separate Funds (the "Funds"):

Oppenheimer Aggressive Growth Fund/VA
Oppenheimer Bond Fund/VA
Oppenheimer Capital Appreciation Fund/VA
Oppenheimer Global Securities Fund/VA
Oppenheimer High Income Fund/VA
Oppenheimer Main Street(R)Growth & Income Fund/VA
Oppenheimer Main Street(R)Small Cap Fund/VA
      (named "Oppenheimer Small Cap Growth Fund" prior to May 1, 2001)
Oppenheimer Money Fund/VA
Oppenheimer Multiple Strategies Fund/VA
Oppenheimer Strategic Bond Fund/VA
Oppenheimer Value Fund/VA


Shares of the Funds are sold to provide benefits under variable life
insurance policies and variable annuity contracts and other insurance company
separate accounts, as described in the Prospectuses for the Funds and for the
insurance products you have selected.


      This Statement of Additional Information is not a Prospectus.  This
document contains additional information about the Funds and the Trust, and
supplements information in the Funds' Prospectuses dated May 1, 2002.  It
should be read together with the Prospectuses. You can obtain a Prospectus by
writing to the Funds' Transfer Agent, OppenheimerFunds Services, at P.O. Box
5270, Denver, Colorado 80217, or by calling the Transfer Agent at the
toll-free number shown above.

Contents
                                                              Page
About the Funds

Additional Information About the Funds' Investment Policies and Risks         3
   The Funds' Investment Policies............................ 3
   Other Investment Techniques and Strategies................ 11
   Investment Restrictions................................... 28

How the Funds are Managed ................................... 29
   Organization and History.................................. 29
   Trustees and Officers..................................... 32
   The Manager............................................... 40
Brokerage Policies of the Funds.............................. 43
Distribution and Service Plans (Service Shares Only)......... 46
Performance of the Funds..................................... 47

About Your Account
How To Buy and Sell Shares................................... 53
Dividends, Capital Gains and Taxes........................... 57
Additional Information About the Funds....................... 58

Financial Information About the Funds *
Financial Statements and Independent Auditors' Reports....... F-1
Appendix A: Ratings Definitions.............................. A-1
Appendix B: Industry Classifications (Oppenheimer Money Fund/VA)        B-1
Appendix C: Industry Classifications (all other Funds)....... C-1
Appendix D: Major Shareholders............................... D-1


*This Statement of Additional Information is available via internet websites,
in two parts. This text comprises the first part.  The second part contains
the Independent Auditors' Reports and Financial Statements for each Fund.
Since Oppenheimer Value Fund/ VA recently commenced operations, there are no
reports or Financial Statements currently available for that Fund.  The two
parts should be read together with the Prospectuses for the Funds and for the
insurance products you have selected. These documents can be viewed or
downloaded online with Adobe Acrobat Reader.  Call 1.888.470.0861 if you want
the domain name of an insurance sponsor's website that displays this
Statement of Additional Information online, if you have technical
difficulties, or to request a paper copy of this Statement of Additional
Information at no charge.

- -------------------------------------------------------------------------------
ABOUT THE FUNDS
- -------------------------------------------------------------------------------


Additional Information About the Funds' Investment Policies and Risks

      The investment objective, the principal investment policies and the main
risks of the Funds are described in the Funds' Prospectuses. This Statement
of Additional Information contains supplemental information about those
policies and risks and the types of securities that the Funds' investment
Manager, OppenheimerFunds, Inc., can select for the Funds. Additional
information is also provided about the strategies that each Fund may use to
try to achieve its objective. The full name of each Fund is shown on the
cover page, after which the word "Oppenheimer" is omitted from these names to
conserve space.

The Funds' Investment Policies. The composition of the Funds' portfolios and
the techniques and strategies that the Manager uses in selecting portfolio
securities will vary over time. The Funds are not required to use all of the
investment techniques and strategies described below at all times in seeking
their goals. They may use some of the special investment techniques and
strategies at some times or not at all.

      In selecting securities for the Funds' portfolios, the Manager evaluates
the merits of particular securities primarily through the exercise of its own
investment analysis. That process may include, among other things:
o     evaluation of the issuer's historical operations,
o     prospects for the industry of which the issuer is part,
o     the issuer's financial condition,
o     its pending product developments and business (and those of

                competitors),
o     the effect of general market and economic conditions on the issuer's
                business, and
o     legislative proposals that might affect the issuer.


      The Funds are categorized by the types of investment they make.
Aggressive Growth Fund/VA, Capital Appreciation Fund/VA, Global Securities
Fund/VA, Main Street(R)Small Cap Fund/VA, and Value Fund/VA can be categorized
as "Equity Funds."  High Income Fund/VA, Bond Fund/VA, and Strategic Bond
Fund/VA can be categorized as "Fixed Income Funds."  Multiple Strategies
Fund/VA and Main Street(R)Growth & Income Fund/VA share the investment
characteristics (and certain of the Investment Policies) of both the Equity
Funds and the Fixed Income Funds, depending upon the allocations determined
from time to time by their portfolio managers.  The allocation of Main
Street(R)Growth & Income Fund/VA's portfolio to equity securities is generally
substantially larger than its allocation to fixed-income securities. Money
Fund/VA's investment policies are explained separately; however, discussion
below about investment restrictions, repurchase agreements, illiquid
securities and loans of portfolio securities also apply to Money Fund/VA.

      |X|  Investments in Equity Securities. The Equity Funds focus their
investments in equity securities, which include common stocks, preferred
stocks, rights and warrants, and securities convertible into common stock.
Certain equity securities may be selected not only for their appreciation
possibilities but because they may provide dividend income. At times, a Fund
may have substantial amounts of its assets invested in securities of issuers
in one or more capitalization ranges, based upon the Manager's use of its
investment strategies and its judgment of where the best market opportunities
are to seek a Fund's objective.


      Small-cap growth companies may offer greater opportunities for capital
appreciation than securities of large, more established companies. However,
these securities also involve greater risks than securities of larger
companies. Securities of small capitalization issuers may be subject to
greater price volatility in general than securities of large-cap and mid-cap
companies. Therefore, to the degree that a Fund has investments in smaller
capitalization companies at times of market volatility, that Fund's share
prices may fluctuate more. Those investments may be limited to the extent the
Manager believes that such investments would be inconsistent with the goal of
preservation of principal.

           |_| Growth Investing.  In selecting equity investments, the
portfolio managers for the Equity Funds may from time to time use a growth
investing style, a value investing style, or a combination of both. In using
a growth approach, the portfolio managers seek securities of "growth"
companies. Growth companies are those companies that the Manager believes are
entering into a growth cycle in their business, with the expectation that
their stock will increase in value. They may be established companies, as
well as, newer companies in the development stage. Growth companies may have
a variety of characteristics that in the Manager's view define them as
"growth" issuers.

      Growth companies may be generating or applying new technologies, new or
improved distribution techniques or new services. They may own or develop
natural resources. They may be companies that can benefit from changing
consumer demands or lifestyles, or companies that have projected earnings in
excess of the average for their sector or industry. In each case, they have
prospects that the Manager believes are favorable for the long term. The
portfolio managers of the Funds look for growth companies with strong,
capable management sound financial and accounting policies, successful
product development and marketing and other factors.

           |_|  Value Investing. In selecting equity investments, the
portfolio managers for the Equity Funds in particular may from time to time
use a value investing style. In using a value approach, the portfolio
managers seek stock and other equity securities that appear to be temporarily
undervalued, by various measures, such as price/earnings ratios, rather than
seeking stocks of "growth" issuers. This approach is subject to change and
might not necessarily be used in all cases. Value investing seeks stocks
having prices that are low in relation to their real worth or future
prospects, in the hope that a Fund will realize appreciation in the value of
its holdings when other investors realize the intrinsic value of the stock.

      Using value investing requires research as to the issuer's underlying
financial condition and prospects. Some of the measures that can be used to
identify these securities include, among others:
      Price/Earnings ratio, which is the stock's price divided by its earnings
        per share. A stock having a price/earnings ratio lower than its
        historical range, or the market as a whole or that of similar
        companies may offer attractive investment opportunities.
      Price/book value ratio, which is the stock price divided by the book
        value of the company per share, which measures the company's stock
        price in relation to its asset value.
      Dividend Yield is measured by dividing the annual dividend by the stock
        price per share.
      Valuation of Assets, which compares the stock price to the value of the
        company's underlying assets, including their projected value in the
        marketplace and liquidation value.


           |_| Convertible Securities.  While convertible securities are a
form of debt security, in many cases their conversion feature (allowing
conversion into equity securities) causes them to be regarded by the Manager
more as "equity equivalents."  As a result, the rating assigned to the
security has less impact on the Manager's investment decision with respect to
convertible securities than in the case of non-convertible fixed income
securities.  Convertible securities are subject to the credit risks and
interest rate risks described below in "Debt Securities."


      To determine whether convertible securities should be regarded as
"equity equivalents," the Manager examines the following factors:

(1)   whether, at the option of the investor, the convertible security can be
        exchanged for a fixed number of shares of common stock of the issuer,
(2)   whether the issuer of the convertible securities has restated its
        earnings per share of common stock on a fully diluted basis
        (considering the effect of conversion of the convertible securities),
        and

(3)   the extent to which the convertible security may be a defensive "equity
        substitute," providing the ability to participate in any appreciation
        in the price of the issuer's common stock.

           |_| Rights and Warrants.  The Funds may invest in warrants or
rights. They do not expect that their investments in warrants and rights will
exceed 5% of their total assets. That limit does not apply to warrants and
rights that the Funds have acquired as part of units of securities or that
are attached to other securities. No more than 2% of Value Fund/VA's total
assets may be invested in warrants that are not listed on either The New York
Stock Exchange or The American Stock Exchange.


      Warrants basically are options to purchase equity securities at specific
prices valid for a specific period of time.  Their prices do not necessarily
move parallel to the prices of the underlying securities.  Rights are similar
to warrants, but normally have a short duration and are distributed directly
by the issuer to its shareholders.  Rights and warrants have no voting
rights, receive no dividends and have no rights with respect to the assets of
the issuer.


      |X|       Preferred Stocks. Preferred stocks are equity securities but
have certain attributes of debt securities. Preferred stock, unlike common
stock, has a stated dividend rate payable from the corporation's earnings.
Preferred stock dividends may be cumulative or non-cumulative, participating,
or auction rate. "Cumulative" dividend provisions require all or a portion of
prior unpaid dividends to be paid before the issuer can pay dividends on
common shares.

      If interest rates rise, the fixed dividend on preferred stocks may be
less attractive, causing the price of preferred stocks to decline. Preferred
stock may have mandatory sinking fund provisions, as well as provisions for
their call or redemption prior to maturity which can have a negative effect
on their prices when interest prior to maturity rates decline. Preferred
stock may be "participating" stock, which means that it may be entitled to a
dividend exceeding the stated dividend in certain cases.

      Preferred stocks are equity securities because they do not constitute a
liability of the issuer and therefore do not offer the same degree of
protection of capital as debt securities and may not offer the same degree of
assurance of continued income as debt securities. The rights of preferred
stock on distribution of a corporation's assets in the event of its
liquidation are generally subordinate to the rights associated with a
corporation's debt securities. Preferred stock generally has a preference
over common stock on the distribution of a corporation's assets in the event
of its liquidation.


      |X|  Investments in Bonds and Other Debt Securities.  The Fixed Income
Funds in particular can invest in bonds, debentures and other debt securities
to seek current income as part of their investment objectives.


      A Fund's debt investments can include investment-grade and
non-investment-grade bonds (commonly referred to as "junk bonds").
Investment-grade bonds are bonds rated at least "Baa" by Moody's Investors
Service, Inc., ("Moody's") or at least "BBB" by Standard & Poor's Rating
Services ("S&P") or Fitch, Inc. ("Fitch") or that have comparable ratings by
another nationally recognized rating organization. In making investments in
debt securities, the Manager may rely to some extent on the ratings of
ratings organizations or it may use its own research to evaluate a security's
credit-worthiness. If the securities that a Fund buys are unrated, to be
considered part of a Fund's holdings of investment-grade securities, they
must be judged by the Manager to be of comparable quality to bonds rated as
investment grade by a rating organization

        |_|  U.S. Government Securities. These are securities issued or
guaranteed by the U.S. Treasury or other government agencies or
federally-chartered corporate entities referred to as "instrumentalities."
The obligations of U.S. government agencies or instrumentalities in which the
Funds may invest may or may not be guaranteed or supported by the "full faith
and credit" of the United States.  "Full faith and credit" means generally
that the taxing power of the U.S. government is pledged to the payment of
interest and repayment of principal on a security. If a security is not
backed by the full faith and credit of the United States, the owner of the
security must look principally to the agency issuing the obligation for
repayment. The owner might not be able to assert a claim against the United
States if the issuing agency or instrumentality does not meet its
commitment.  The Funds will invest in securities of U.S. government agencies
and instrumentalities only if the Manager is satisfied that the credit risk
with respect to the agency or instrumentality is minimal.

o     U.S. Treasury Obligations. These include Treasury bills (maturities of
one year or less when issued), Treasury notes (maturities of one to 10
years), and Treasury bonds (maturities of more than 10 years). Treasury
securities are backed by the full faith and credit of the United States as to
timely payments of interest and repayments of principal. They also can
include U. S. Treasury securities that have been "stripped" by a Federal
Reserve Bank, zero-coupon U.S. Treasury securities described below, and
Treasury Inflation-Protection Securities ("TIPS").

o     Treasury Inflation-Protection Securities. The Funds can buy these TIPS,
which are designed to provide an investment vehicle that is not vulnerable to
inflation. The interest rate paid by TIPS is fixed. The principal value rises
or falls semi-annually based on changes in the published Consumer Price
Index. If inflation occurs, the principal and interest payments on TIPS are
adjusted to protect investors from inflationary loss. If deflation occurs,
the principal and interest payments will be adjusted downward, although the
principal will not fall below its face amount at maturity.

o     Obligations Issued or Guaranteed by U.S. Government Agencies or
Instrumentalities. These include direct obligations and mortgage-related
securities that have different levels of credit support from the government.
Some are supported by the full faith and credit of the U.S. government, such
as Government National Mortgage Association ("GNMA") pass-through mortgage
certificates (called "Ginnie Maes"). Some are supported by the right of the
issuer to borrow from the U.S. Treasury under certain circumstances, such as
Federal National Mortgage Association bonds ("Fannie Maes"). Others are
supported only by the credit of the entity that issued them, such as Federal
Home Loan Mortgage Corporation obligations ("Freddie Macs").

|X|   U.S. Government Mortgage-Related Securities. The Funds can invest in a
variety of mortgage-related securities that are issued by U.S. government
agencies or instrumentalities, some of which are described below.

o     GNMA Certificates.  The Government National Mortgage Association is a
wholly-owned corporate instrumentality of the United States within the U.S.
Department of Housing and Urban Development.  GNMA's principal programs
involve its guarantees of privately-issued securities backed by pools of
mortgages.  Ginnie Maes are debt securities representing an interest in one
mortgage or a pool of mortgages that are insured by the Federal Housing
Administration or the Farmers Home Administration or guaranteed by the
Veterans Administration.

      The Ginnie Maes in which the Funds invest are of the "fully modified
pass-through" type. They provide that the registered holders of the Ginnie
Maes will receive timely monthly payments of the pro-rata share of the
scheduled principal payments on the underlying mortgages, whether or not
those amounts are collected by the issuers.  Amounts paid include, on a pro
rata basis, any prepayment of principal of such mortgages and interest (net
of servicing and other charges) on the aggregate unpaid principal balance of
the Ginnie Maes, whether or not the interest on the underlying mortgages has
been collected by the issuers.

      The Ginnie Maes purchased by the Funds are guaranteed as to timely
payment of principal and interest by GNMA.  In giving that guaranty, GNMA
expects that payments received by the issuers of Ginnie Maes on account of
the mortgages backing the Ginnie Maes will be sufficient to make the required
payments of principal of and interest on those Ginnie Maes. However, if those
payments are insufficient, the guaranty agreements between the issuers of the
Ginnie Maes and GNMA require the issuers to make advances sufficient for the
payments.  If the issuers fail to make those payments, GNMA will do so.

      Under federal law, the full faith and credit of the United States is
pledged to the payment of all amounts that may be required to be paid under
any guaranty issued by GNMA as to such mortgage pools.  An opinion of an
Assistant Attorney General of the United States, dated December 9, 1969,
states that such guaranties "constitute general obligations of the United
States backed by its full faith and credit."  GNMA is empowered to borrow
from the United States Treasury to the extent necessary to make any payments
of principal and interest required under those guaranties.

      Ginnie Maes are backed by the aggregate indebtedness secured by the
underlying FHA-insured, FMHA-insured or VA-guaranteed mortgages. Except to
the extent of payments received by the issuers on account of such mortgages,
Ginnie Maes do not constitute a liability of those issuers, nor do they
evidence any recourse against those issuers. Recourse is solely against
GNMA.  Holders of Ginnie Maes (such as the Funds) have no security interest
in or lien on the underlying mortgages.

      Monthly payments of principal will be made, and additional prepayments
of principal may be made, to the Fund with respect to the mortgages
underlying the Ginnie Maes owned by the Fund. All of the mortgages in the
pools relating to the Ginnie Maes in the Funds are subject to prepayment
without any significant premium or penalty, at the option of the mortgagors.
While the mortgages on one-to-four family dwellings underlying certain Ginnie
Maes have a stated maturity of up to 30 years, it has been the experience of
the mortgage industry that the average life of comparable mortgages, as a
result of prepayments, refinancing and payments from foreclosures, is
considerably less.

o     Federal Home Loan Mortgage Corporation ("FHLMC") Certificates. FHLMC, a
corporate instrumentality of the United States, issues FHLMC Certificates
representing interests in mortgage loans.  FHLMC guarantees to each
registered holder of a FHLMC Certificate timely payment of the amounts
representing a holder's proportionate share in:
(i)   interest payments less servicing and guarantee fees,
(ii)  principal prepayments, and

(iii) the ultimate collection of amounts representing the holder's
                 proportionate interest in principal payments on the mortgage
                 loans in the pool represented by the FHLMC Certificate, in
                 each case whether or not such amounts are actually received.

      The obligations of FHLMC under its guarantees are obligations solely of
FHLMC and are not backed by the full faith and credit of the United States.

o     Federal National Mortgage  Association (Fannie Mae) Certificates.  Fannie
Mae, a federally-chartered and privately-owned  corporation,  issues Fannie Mae
Certificates  which  are  backed  by a  pool  of  mortgage  loans.  Fannie  Mae
guarantees  to each  registered  holder of a Fannie  Mae  Certificate  that the
holder will receive amounts  representing the holder's  proportionate  interest
in scheduled  principal and interest payments,  and any principal  prepayments,
on the  mortgage  loans  in the  pool  represented  by such  Certificate,  less
servicing and guarantee  fees, and the holder's  proportionate  interest in the
full principal amount of any foreclosed or other  liquidated  mortgage loan. In
each case the  guarantee  applies  whether or not those  amounts  are  actually
received.  The  obligations of Fannie Mae under its guarantees are  obligations
solely of Fannie  Mae and are not  backed by the full  faith and  credit of the
United  States or any of its  agencies or  instrumentalities  other than Fannie
Mae.

|X|   Zero-Coupon U.S. Government Securities.  The Funds may buy zero-coupon
U.S. government securities. These will typically be U.S. Treasury Notes and
Bonds that have been stripped of their unmatured interest coupons, the
coupons themselves, or certificates representing interests in those stripped
debt obligations and coupons.

      Zero-coupon securities do not make periodic interest payments and are
sold at a deep discount from their face value at maturity.  The buyer
recognizes a rate of return determined by the gradual appreciation of the
security, which is redeemed at face value on a specified maturity date. This
discount depends on the time remaining until maturity, as well as prevailing
interest rates, the liquidity of the security and the credit quality of the
issuer.  The discount typically decreases as the maturity date approaches.

      Because zero-coupon securities pay no interest and compound
semi-annually at the rate fixed at the time of their issuance, their value is
generally more volatile than the value of other debt securities that pay
interest.  Their value may fall more dramatically than the value of
interest-bearing securities when interest rates rise.  When prevailing
interest rates fall, zero-coupon securities tend to rise more rapidly in
value because they have a fixed rate of return.

      A Fund's investment in zero-coupon securities may cause the Fund to
recognize income and make distributions to shareholders before it receives
any cash payments on the zero-coupon investment.  To generate cash to satisfy
those distribution requirements, a Fund may have to sell portfolio securities
that it otherwise might have continued to hold or to use cash flows from
other sources such as the sale of Fund shares.


           |_|  Special Risks of Lower-Grade Securities. Because lower-grade
securities tend to offer higher yields than investment grade securities, a
Fund may invest in lower grade securities if the Manager is trying to achieve
greater income (and, in some cases, the appreciation possibilities of
lower-grade securities may be a reason they are selected for a Fund's
portfolio).

      Some of the special credit risks of lower-grade securities are discussed
in the Prospectus. There is a greater risk that the issuer may default on its
obligation to pay interest or to repay principal than in the case of
investment-grade securities. The issuer's low creditworthiness may increase
the potential for its insolvency. An overall decline in values in the high
yield bond market is also more likely during a period of a general economic
downturn. An economic downturn or an increase in interest rates could
severely disrupt the market for high yield bonds, adversely affecting the
values of outstanding bonds as well as the ability of issuers to pay interest
or repay principal. In the case of foreign high yield bonds, these risks are
in addition to the special risk of foreign investing discussed in the
Prospectus and in this Statement of Additional Information.

      While securities rated "Baa" by Moody's or "BBB" by Standard & Poor's or
Fitch are investment-grade and are not regarded as junk bonds, those
securities may be subject to special risks, and have some speculative
characteristics.  Definitions of the debt security ratings categories of
Moody's, Standard & Poor's and Fitch are included in Appendix A to this
Statement of Additional Information.


o     Interest Rate Risk. Interest rate risk refers to the fluctuations in
value of fixed-income securities resulting from the inverse relationship
between price and yield. For example, an increase in general interest rates
will tend to reduce the market value of already-issued fixed-income
investments, and a decline in general interest rates will tend to increase
their value. In addition, debt securities with longer maturities, which tend
to have higher yields, are subject to potentially greater fluctuations in
value from changes in interest rates than obligations with shorter
maturities.

      Fluctuations in the market value of fixed-income securities after the
Funds buy them will not affect the interest income payable on those
securities (unless the security pays interest at a variable rate pegged to
interest rate changes). However, those price fluctuations will be reflected
in the valuations of the securities, and therefore the Funds' net asset
values will be affected by those fluctuations.

      |X|  Floating Rate and Variable Rate Obligations.  Some securities the
Funds can purchase have variable or floating interest rates.  Variable rates
are adjusted at stated periodic intervals.  Variable rate obligations can
have a demand feature that allows the Funds to tender the obligation to the
issuer or a third party prior to its maturity. The tender may be at par value
plus accrued interest, according to the terms of the obligations.

      The interest rate on a floating rate demand note is adjusted
automatically according to a stated prevailing market rate, such as a bank's
prime rate, the 91-day U.S. Treasury Bill rate, or some other standard.  The
instrument's rate is adjusted automatically each time the base rate is
adjusted. The interest rate on a variable rate note is also based on a stated
prevailing market rate but is adjusted automatically at specified intervals
of not less than one year.  Generally, the changes in the interest rate on
such securities reduce the fluctuation in their market value.  As interest
rates decrease or increase, the potential for capital appreciation or
depreciation is less than that for fixed-rate obligations of the same
maturity. The Manager may determine that an unrated floating rate or variable
rate demand obligation meets the Funds' quality standards by reason of being
backed by a letter of credit or guarantee issued by a bank that meets those
quality standards.

      Floating rate and variable rate demand notes that have a stated maturity
in excess of one year may have features that permit the holder to recover the
principal amount of the underlying security at specified intervals not
exceeding one year and upon no more than 30 days' notice.  The issuer of that
type of note normally has a corresponding right in its discretion, after a
given period, to prepay the outstanding principal amount of the note plus
accrued interest. Generally, the issuer must provide a specified number of
days' notice to the holder.


      |X| Asset-Backed Securities.  Asset-backed securities are fractional
interests in pools of assets, typically accounts receivable or consumer
loans.  They are issued by trusts or special-purpose corporations.  They are
similar to mortgage-backed securities, described below, and are backed by a
pool of assets that consist of obligations of individual borrowers.  The
income from the pool is passed through to the holders of participation
interest in the pools.  The pools may offer a credit enhancement, such as a
bank letter of credit, to try to reduce the risks that the underlying debtors
will not pay their obligations when due.  However, the enhancement, if any,
might not be for the full par value of the security.  If the enhancement is
exhausted and any required payments of interest or repayments of principal
are not made, that Fund could suffer losses on its investment or delays in
receiving payment.


      The value of an asset-backed security is affected by changes in the
market's perception of the asset backing the security, the creditworthiness
of the servicing agent for the loan pool, the originator of the loans, or the
financial institution providing any credit enhancement, and is also affected
if any credit enhancement has been exhausted.  The risks of investing in
asset-backed securities are ultimately related to payment of consumer loans
by the individual borrowers.  As a purchaser of an asset-backed security, a
Fund would generally have no recourse to the entity that originated the loans
in the event of default by a borrower.  The underlying loans are subject to
prepayments, which may shorten the weighted average life of asset-backed
securities and may lower their return, in the same manner as in the case of
mortgage-backed securities and CMOs, described below. Unlike mortgage-backed
securities, asset-backed securities typically do not have the benefit of a
security interest in the underlying collateral.


      |X|  Mortgage-Related Securities.  Mortgage-related securities (also
referred to as mortgage-backed securities) are a form of derivative
investment collateralized by pools of commercial or residential mortgages.
Pools of mortgage loans are assembled as securities for sale to investors by
government agencies or entities or by private issuers. These securities
include collateralized mortgage obligations ("CMOs"), mortgage pass-through
securities, stripped mortgage pass-through securities, interests in real
estate mortgage investment conduits ("REMICs") and other real-estate related
securities.


      Mortgage-related securities that are issued or guaranteed by agencies or
instrumentalities of the U.S. government have relatively little credit risk
(depending on the nature of the issuer). Privately issued mortgage-related
securities have some credit risk, as the underlying mortgage may not fully
collateralize the obligation and full payment of them is not guaranteed.
Both types of mortgage-related securities are subject to interest rate risks
and prepayment risks, as described in the Prospectuses.

      As with other debt securities, the prices of mortgage-related securities
tend to move inversely to changes in interest rates. The Fixed Income Funds
and Value Fund/VA can buy mortgage-related securities that have interest
rates that move inversely to changes in general interest rates, based on a
multiple of a specific index. Although the value of a mortgage-related
security may decline when interest rates rise, the converse is not always the
case.


      In periods of declining interest rates, mortgages are more likely to be
prepaid. Therefore, a mortgage-related security's maturity can be shortened
by unscheduled prepayments on the underlying mortgages. Therefore, it is not
possible to predict accurately the security's yield. The principal that is
returned earlier than expected may have to be reinvested in other investments
having a lower yield than the prepaid security. Therefore, these securities
may be less effective as a means of "locking in" attractive long-term
interest rates, and they may have less potential for appreciation during
periods of declining interest rates, than conventional bonds with comparable
stated maturities.


      Prepayment risks can lead to substantial fluctuations in the value of a
mortgage-related security. In turn, this can affect the value of that Fund's
shares. If a mortgage-related security has been purchased at a premium, all
or part of the premium that Fund paid may be lost if there is a decline in
the market value of the security, whether that results from interest rate
changes or prepayments on the underlying mortgages. In the case of stripped
mortgage-related securities, if they experience greater rates of prepayment
than were anticipated, that Fund may fail to recoup its initial investment on
the security.


      During periods of rapidly rising interest rates, prepayments of
mortgage-related securities may occur at slower than expected rates. Slower
prepayments effectively may lengthen a mortgage-related security's expected
maturity. Generally, that would cause the value of the security to fluctuate
more widely in responses to changes in interest rates. If the prepayments on
a Fund's mortgage-related securities were to decrease broadly, that Fund's
effective duration, and therefore its sensitivity to interest rate changes,
would increase.

      As with other debt securities, the values of mortgage-related securities
may be affected by changes in the market's perception of the creditworthiness
of the entity issuing the securities or guaranteeing them. Their values may
also be affected by changes in government regulations and tax policies.


|_|   Forward Rolls.  The Funds can enter into "forward roll" transactions
with respect to mortgage-related securities (also referred to as "mortgage
dollar rolls").  In this type of transaction, a Fund sells a mortgage-related
security to a buyer and simultaneously agrees to repurchase a similar
security (the same type of security, and having the same coupon and maturity)
at a later date at a set price.  The securities that are repurchased will
have the same interest rate as the securities that are sold, but typically
will be collateralized by different pools of mortgages (with different
prepayment histories) than the securities that have been sold.  Proceeds from
the sale are invested in short-term instruments, such as repurchase
agreements.  The income from those investments, plus the fees from the
forward roll transaction, are expected to generate income to a Fund in excess
of the yield on the securities that have been sold.

      The Funds will only enter into "covered" rolls.  To assure its future
payment of the purchase price, the Funds will identify on its books liquid
assets in an amount equal to the payment obligation under the roll.

      These transactions have risks. During the period between the sale and
the repurchase, the Fund will not be entitled to receive interest and
principal payments on the securities that have been sold.  It is possible
that the market value of the securities the Fund sells may decline below the
price at which the Fund is obligated to repurchase securities.


           |_|  Collateralized Mortgage Obligations. CMOs are multi-class
bonds that are backed by pools of mortgage loans or mortgage pass-through
certificates. They may be collateralized by:
(1)   pass-through certificates issued or guaranteed by Ginnie Mae, Fannie
           Mae, or Freddie Mac,
(2)   unsecuritized mortgage loans insured by the Federal Housing
           Administration or guaranteed by the Department of Veterans'
           Affairs,
(3)   unsecuritized conventional mortgages,
(4)   other mortgage-related securities, or
(5)   any combination of these.

      Each class of CMO, referred to as a "tranche," is issued at a specific
coupon rate and has a stated maturity or final distribution date. Principal
prepayments on the underlying mortgages may cause the CMO to be retired much
earlier than the stated maturity or final distribution date. The principal
and interest on the underlying mortgages may be allocated among the several
classes of a series of a CMO in different ways. One or more tranches may have
coupon rates that reset periodically at a specified increase over an index.
These are floating rate CMOs, and typically have a cap on the coupon rate.
Inverse floating rate CMOs have a coupon rate that moves in the reverse
direction to an applicable index. The coupon rate on these CMOs will increase
as general interest rates decrease. These are usually much more volatile than
fixed rate CMOs or floating rate CMOs.


      |X|  Foreign Securities. The Equity Funds and the Fixed Income Funds may
invest in foreign securities, and Global Securities Fund/VA expects to have
substantial investments in foreign securities. These include equity
securities issued by foreign companies and debt securities issued or
guaranteed by foreign companies or governments, including supra-national
entities.  "Foreign securities" include equity and debt securities of
companies organized under the laws of countries other than the United States
and debt securities issued or guaranteed by governments other than the U.S.
government or by foreign supra-national entities. They also include
securities of companies (including those that are located in the U.S. or
organized under U.S. law) that derive a significant portion of their revenue
or profits from foreign businesses, investments or sales, or that have a
significant portion of their assets abroad. They may be traded on foreign
securities exchanges or in the foreign over-the-counter markets. Value
Fund/VA can purchase up to 25% of its total assets in certain equity and debt
securities issued or guaranteed by foreign companies or of foreign
governments or their agencies and as stated in the Prospectus, the Fund does
not concentrate 25% or more of its total assets in the securities of any one
foreign government.


      Securities of foreign issuers that are represented by American
Depository Receipts or that are listed on a U.S. securities exchange or
traded in the U.S. over-the-counter markets are not considered "foreign
securities" for the purpose of a Fund's investment allocations, because they
are not subject to many of the special considerations and risks, discussed
below, that apply to foreign securities traded and held abroad.


      Because the Funds may purchase securities denominated in foreign
currencies, a change in the value of such foreign currency against the U.S.
dollar will result in a change in the amount of income the Funds have
available for distribution.  Because a portion of the Funds' investment
income may be received in foreign currencies, the Funds will be required to
compute their income in U.S. dollars for distribution to shareholders, and
therefore the Funds will absorb the cost of currency fluctuations.  After the
Funds have distributed income, subsequent foreign currency losses may result
in the Fund's having distributed more income in a particular fiscal period
than was available from investment income, which could result in a return of
capital to shareholders.


      Investing in foreign securities offers potential benefits not available
from investing solely in securities of domestic issuers.  They include the
opportunity to invest in foreign issuers that appear to offer growth
potential, or in foreign countries with economic policies or business cycles
different from those of the U.S., or to reduce fluctuations in portfolio
value by taking advantage of foreign stock markets that do not move in a
manner parallel to U.S. markets.  The Funds will hold foreign currency only
in connection with the purchase or sale of foreign securities.

           |_|  Foreign Debt Obligations. The debt obligations of foreign
governments and entities may or may not be supported by the full faith and
credit of the foreign government. The Fixed Income Funds may buy securities
issued by certain supra-national entities, which include entities designated
or supported by governments to promote economic reconstruction or
development, international banking organizations and related government
agencies. Examples are the International Bank for Reconstruction and
Development (commonly called the "World Bank"), the Asian Development bank
and the Inter-American Development Bank.

      The governmental members of these supra-national entities are
"stockholders" that typically make capital contributions and may be committed
to make additional capital contributions if the entity is unable to repay its
borrowings.  A supra-national entity's lending activities may be limited to a
percentage of its total capital, reserves and net income.  There can be no
assurance that the constituent foreign governments will continue to be able
or willing to honor their capitalization commitments for those entities.

      The Fixed Income Funds can invest in U.S. dollar-denominated "Brady
Bonds."  These foreign debt obligations may be fixed-rate par bonds or
floating-rate discount bonds.  They are generally collateralized in full as
to repayment of principal at maturity by U.S. Treasury zero-coupon
obligations that have the same maturity as the Brady Bonds.  Brady Bonds can
be viewed as having three or four valuation components: (i) the
collateralized repayment of principal at final maturity; (ii) the
collateralized interest payments; (iii) the uncollateralized interest
payments; and (iv) any uncollateralized repayment of principal at maturity.
Those uncollateralized amounts constitute what is called the "residual
risk."

      If there is a default on collateralized Brady Bonds resulting in
acceleration of the payment obligations of the issuer, the zero-coupon U.S.
Treasury securities held as collateral for the payment of principal will not
be distributed to investors, nor will those obligations be sold to distribute
the proceeds.  The collateral will be held by the collateral agent to the
scheduled maturity of the defaulted Brady Bonds.  The defaulted bonds will
continue to remain outstanding, and the face amount of the collateral will
equal the principal payments which would have then been due on the Brady
Bonds in the normal course.  Because of the residual risk of Brady Bonds and
the history of defaults with respect to commercial bank loans by public and
private entities of countries issuing Brady Bonds, Brady Bonds are considered
speculative investments.

           |_| Risks of Foreign Investing.  Investments in foreign securities
may offer special opportunities for investing but also present special
additional risks and considerations not typically associated with investments
in domestic securities. Some of these additional risks are:
o     reduction of income by foreign taxes;
o     fluctuation in value of foreign investments due to changes in currency
        rates or currency control regulations (for example, currency
        blockage);
o     transaction charges for currency exchange;
o     lack of public information about foreign issuers;
o     lack of uniform accounting, auditing and financial reporting standards
        in foreign countries comparable to those applicable to domestic
        issuers;
o     less volume on foreign exchanges than on U.S. exchanges;
o     greater volatility and less liquidity on foreign markets than in the
        U.S.;
o     less governmental regulation of foreign issuers, stock exchanges and
        brokers than in the U.S.;
o     greater difficulties in commencing lawsuits;
o     higher brokerage commission rates than in the U.S.;
o     increased risks of delays in settlement of portfolio transactions or
        loss of certificates for portfolio securities;
o     possibilities in some countries of expropriation, confiscatory taxation,
        currency devaluation, political, financial or social instability or
        adverse diplomatic developments; and
o     unfavorable differences between the U.S. economy and foreign economies.

           In the past, U.S. government policies have discouraged certain
investments abroad by U.S. investors, through taxation or other restrictions,
and it is possible that such restrictions could be re-imposed.

           |_|  Special Risks of Emerging Markets. Emerging and developing
markets abroad may also offer special opportunities for growth investing but
have greater risks than more developed foreign markets, such as those in
Europe, Canada, Australia, New Zealand and Japan. There may be even less
liquidity in their securities markets, and settlements of purchases and sales
of securities may be subject to additional delays. They are subject to
greater risks of limitations on the repatriation of income and profits
because of currency restrictions imposed by local governments. Those
countries may also be subject to the risk of greater political and economic
instability, which can greatly affect the volatility of prices of securities
in those countries. The Manager will consider these factors when evaluating
securities in these markets, because the selection of those securities must
be consistent with the Fund's goal of preservation of principal.


      The Funds, except for Value Fund/VA, intend to invest less than 5% of
their total assets in securities of issuers of Eastern European countries.
The social, political and economic reforms in most Eastern European countries
are still in their early stages, and there can be no assurance that these
reforms will continue. Eastern European countries in many cases do not have a
sophisticated or well-established capital market structure for the sale and
trading of securities.  Participation in the investment markets in some of
those countries may be available initially or solely through investment in
joint ventures, state enterprises, private placements, unlisted securities or
other similar illiquid investment vehicles.


      In addition, although investment opportunities may exist in Eastern
European countries, any change in the leadership or policies of the
governments of those countries, or changes in the leadership or policies of
any other government that exercises a significant influence over those
countries, may halt the expansion of or reverse the liberalization of foreign
investment policies now occurring. As a result investment opportunities which
may currently exist may be threatened.


      The prior authoritarian governments of a number of the Eastern European
countries previously expropriated large amounts of real and personal
property, which may include property which will be represented by or held by
entities issuing the securities a Fund might wish to purchase.  In many
cases, the claims of the prior property owners against those governments were
never finally settled.  There can be no assurance that any property
represented by or held by entities issuing securities purchased by a Fund
will not also be expropriated, nationalized, or confiscated.  If that
property were confiscated, a Fund could lose a substantial portion of its
investments in such countries.  A Fund's investments could also be adversely
affected by exchange control regulations imposed in any of those countries.

      |X|  Portfolio Turnover.  "Portfolio turnover" describes the rates at
which the Funds traded their portfolio securities during their last fiscal
year.  For example, if a Fund sold all of its securities during the year, its
portfolio turnover rate would have been 100%. The Funds' portfolio turnover
rates will fluctuate from year to year, and any of the Funds may have
portfolio turnover rates of more than 100% annually.


Other Investment Techniques and Strategies. In seeking their respective
objectives, the Funds may from time to time use the types of investment
strategies and investments described below. They are not required to use all
of these strategies at all times, and at times may not use them.


      |X|  Investing in Small, Unseasoned Companies. The Funds may invest in
securities of small, unseasoned companies, subject to limits (if any) stated
in that Fund's Prospectus.  These are companies that have been in operation
for less than three years, including the operations of any predecessors.
Securities of these companies may be subject to volatility in their prices.
They may have a limited trading market or no trading market, which may
adversely affect the Funds' ability to value them or to dispose of them and
can reduce the price the Funds might be able to obtain for them. Other
investors that own a security issued by a small, unseasoned issuer for which
there is limited liquidity might trade the security when the Funds are
attempting to dispose of their holdings of that security. In that case, a
Fund might receive a lower price for its holdings than might otherwise be
obtained.

      |X|  When-Issued and Delayed-Delivery Transactions (All Portfolios).
The Funds may invest in securities on a "when-issued" basis and may purchase
or sell securities on a "delayed-delivery" or "forward commitment" basis.
When-issued and delayed-delivery are terms that refer to securities whose
terms and indenture are available and for which a market exists, but which
are not available for immediate delivery.


      When such transactions are negotiated, the price (which is generally
expressed in yield terms) is fixed at the time the commitment is made.
Delivery and payment for the securities take place at a later date.  The
securities are subject to change in value from market fluctuations during the
period until settlement. The value at delivery may be less than the purchase
price. For example, changes in interest rates in a direction other than that
expected by the Manager before settlement will affect the value of such
securities and may cause a loss to the Funds. During the period between
purchase and settlement, no payment is made by the Funds to the issuer and no
interest accrues to that portfolio from the investment.  No income begins to
accrue to the Funds on a when-issued security until the Funds receive the
security at settlement of the trade.

      The Funds will engage in when-issued transactions to secure what the
Manager considers to be an advantageous price and yield at the time of
entering into the obligation. When a Fund enters into a when-issued or
delayed-delivery transaction, it relies on the other party to complete the
transaction. Its failure to do so may cause that Fund to lose the opportunity
to obtain the security at a price and yield the Manager considers to be
advantageous.

      When a Fund engages in when-issued and delayed-delivery transactions, it
does so for the purpose of acquiring or selling securities consistent with
its investment objective and policies for its portfolio or for delivery
pursuant to options contracts it has entered into, and not for the purpose of
investment leverage.  Although a Fund will enter into delayed-delivery or
when-issued purchase transactions to acquire securities, it may dispose of a
commitment prior to settlement. If a Fund chooses to dispose of the right to
acquire a when-issued security prior to its acquisition or to dispose of its
right to delivery against a forward commitment, it may incur a gain or loss.

      At the time a Fund makes the commitment to purchase or sell a security
on a when-issued or delayed delivery basis, it records the transaction on its
books and reflects the value of the security purchased in determining that
Fund's net asset value.  In a sale transaction, it records the proceeds to be
received. That Fund will identify on its books liquid assets at least equal
in value to the value of that Fund's purchase commitments until that Fund
pays for the investment.

      When-issued and delayed-delivery transactions can be used by the Funds
as a defensive technique to hedge against anticipated changes in interest
rates and prices. For instance, in periods of rising interest rates and
falling prices, a Fund might sell securities in its portfolio on a forward
commitment basis to attempt to limit its exposure to anticipated falling
prices. In periods of falling interest rates and rising prices, a Fund might
sell portfolio securities and purchase the same or similar securities on a
when-issued or delayed-delivery basis to obtain the benefit of currently
higher cash yields.


      |X| Zero-Coupon Securities. The Fixed Income Funds may buy zero-coupon
and delayed interest securities, and "stripped" securities of foreign
government issuers, which may or may not be backed by the "full faith and
credit" of the issuing foreign government, and of domestic and foreign
corporations.  The Fixed Income Funds and Value Fund/VA may also buy
zero-coupon and "stripped" U.S. government securities. Zero-coupon securities
issued by foreign governments and by corporations will be subject to greater
credit risks than U.S. government zero-coupon securities.

      |X|  "Stripped" Mortgage-Related Securities. The Fixed Income Funds and
Value Fund/VA can invest in stripped mortgage-related securities that are
created by segregating the cash flows from underlying mortgage loans or
mortgage securities to create two or more new securities. Each has a
specified percentage of the underlying security's principal or interest
payments. These are a form of derivative investment.


      Mortgage securities may be partially stripped so that each class
receives some interest and some principal. However, they may be completely
stripped. In that case all of the interest is distributed to holders of one
type of security, known as an "interest-only" security, or "I/O," and all of
the principal is distributed to holders of another type of security, known as
a "principal-only" security or "P/O." Strips can be created for pass-through
certificates or CMOs.

      The yields to maturity of I/Os and P/Os are very sensitive to principal
repayments (including prepayments) on the underlying mortgages.  If the
underlying mortgages experience greater than anticipated prepayments of
principal, that Fund might not fully recoup its investment in an I/O based on
those assets.  If underlying mortgages experience less than anticipated
prepayments of principal, the yield on the P/Os based on them could decline
substantially.

      |X| Repurchase Agreements. The Funds may acquire securities subject to
repurchase agreements.  They may do so for liquidity purposes to meet
anticipated redemptions of Fund shares, or pending the investment of the
proceeds from sales of Fund shares, or pending the settlement of portfolio
securities transactions, or for temporary defensive purposes, as described
below.

      In a repurchase transaction, the Funds buy a security from, and
simultaneously resell it to, an approved vendor for delivery on an
agreed-upon future date. The resale price exceeds the purchase price by an
amount that reflects an agreed-upon interest rate effective for the period
during which the repurchase agreement is in effect.  Approved vendors include
U.S. commercial banks, U.S. branches of foreign banks, or broker-dealers that
have been designated as primary dealers in government securities.  They must
meet credit requirements set by the Manager from time to time.


      The majority of these transactions run from day to day, and delivery
pursuant to the resale typically occurs within one to five days of the
purchase. Repurchase agreements having a maturity beyond seven days are
subject to each Fund's limit on holding illiquid investments. No Fund will
enter into a repurchase agreement that causes more than 15% of its net assets
(for Value Fund/VA and Money Fund/VA, 10%) to be subject to repurchase
agreements having a maturity beyond seven days. There is no limit on the
amount of a Fund's net assets that may be subject to repurchase agreements
having maturities of seven days or less for defensive purposes.

      Repurchase agreements, considered "loans" under the Investment Company
Act of 1940 ("Investment Company Act"), are collateralized by the underlying
security.  The Funds' repurchase agreements require that at all times while
the repurchase agreements are in effect, the value of the collateral must
equal or exceed the repurchase price to fully collateralize the repayment
obligation. However, if the vendor fails to pay the resale price on the
delivery date, the Funds may incur costs in disposing of the collateral and
may experience losses if there is any delay in its ability to do so. The
Manager will monitor the vendor's creditworthiness to confirm that the vendor
is financially sound and will continuously monitor the collateral's value.

      Pursuant to an Exemptive Order issued by the Securities and Exchange
Commission, the Funds, along with other affiliated entities managed by the
Manager, may transfer uninvested cash balances into one or more joint
repurchase accounts. These balances are invested in one or more repurchase
agreements, secured by U.S. government securities. Securities that are
collateral for repurchase agreements are financial assets subject to the
Fund's entitlement orders through its securities account at its custodian bank
until the agreements mature. Each joint repurchase arrangement requires that
the market value of the collateral be sufficient to cover payments of
interest and principal; however, in the event of default by the other party
to the agreement, retention or sale of the collateral may be subject to legal
proceedings.

      |X|  Illiquid and Restricted Securities.  Under the policies and
procedures established by the Fund's Board of Trustees, the Manager
determines the liquidity of certain of the Funds' investments. To enable a
Fund to sell its holdings of a restricted security not registered under the
Securities Act of 1933, that Fund may have to cause those securities to be
registered.  The expenses of registering restricted securities may be
negotiated by the Fund with the issuer at the time the Fund buys the
securities. When a Fund must arrange registration because the Fund wishes to
sell the security, a considerable period may elapse between the time the
decision is made to sell the security and the time the security is registered
so that the Fund could sell it. That Fund would bear the risks of any
downward price fluctuation during that period.


      The Funds may also acquire restricted securities through private
placements. Those securities have contractual restrictions on their public
resale. Those restrictions might limit a Fund's ability to dispose of the
securities and might lower the amount a Fund could realize upon the sale.


      The Funds have limitations that apply to purchases of restricted
securities, as stated in the Prospectus. Those percentage restrictions do not
limit purchases of restricted securities that are eligible for sale to
qualified institutional purchasers under Rule 144A of the Securities Act of
1933, if those securities have been determined to be liquid by the Manager
under Board-approved guidelines. Those guidelines take into account the
trading activity for such securities and the availability of reliable pricing
information, among other factors.  If there is a lack of trading interest in
a particular Rule 144A security, the Funds' holdings of that security may be
considered to be illiquid.


      Illiquid securities include repurchase agreements maturing in more than
seven days and participation interests that do not have puts exercisable
within seven days.

      |X|  Forward Rolls.  The Funds can enter into "forward roll"
transactions with respect to mortgage related securities.  In this type of
transaction, the Funds sell a mortgage related security to a buyer and
simultaneously agree to repurchase a similar security (the same type of
security, and having the same coupon and maturity) at a later date at a set
price.  The securities that are repurchased will have the same interest rate
as the securities that are sold, but typically will be collateralized by
different pools of mortgages (with different prepayment histories) than the
securities that have been sold. Proceeds from the sale are invested in
short-term instruments, such as repurchase agreements. The income from those
investments, plus the fees from the forward roll transaction, are expected to
generate income to the Funds in excess of the yield on the securities that
have been sold.

      The Funds will only enter into "covered" rolls.  To assure their future
payment of the purchase price, the Funds will identify as segregated on their
respective books liquid assets in an amount equal to their respective payment
obligations under the roll.

      These transactions have risks. During the period between the sale and
the repurchase, the Funds will not be entitled to receive interest and
principal payments on the securities that have been sold.  It is possible
that the market value of the securities the Funds sell may decline below the
price at which the Funds are obligated to repurchase securities.


      |X| Loans of Portfolio Securities.  To raise cash for liquidity purposes
or income, the Funds can lend their portfolio securities to brokers, dealers
and other types of financial institutions approved by the Fund's Board of
Trustees. Except for Oppenheimer Value Fund/VA, these loans are limited to
not more than 10% of the value of that Fund's net assets. The Funds currently
do not intend to engage in loans of securities in the coming year, but if
they do so, such loans will not likely exceed 5% of that Fund's total
assets.   The Funds may also lend up to 5% of that Fund's net assets to an
affiliated fund, for not more than seven days. The restrictions on making
loans of portfolio securities do not apply to Oppenheimer Value Fund/VA.


      There are some risks in connection with securities lending.  The Funds
might experience a delay in receiving additional collateral to secure a loan,
or a delay in recovery of the loaned securities if the borrower defaults. The
Funds must receive collateral for a loan.  Under current applicable
regulatory requirements (which are subject to change), on each business day
the loan collateral must be at least equal to the value of the loaned
securities.  It must consist of cash, bank letters of credit, or securities
of the U.S. government or its agencies or instrumentalities, or other cash
equivalents in which that Fund is permitted to invest.  To be acceptable as
collateral, letters of credit must obligate a bank to pay amounts demanded by
the Funds if the demand meets the terms of the letter. The terms of the
letter of credit and the issuing bank both must be satisfactory to the
Funds.

      When they lend securities, that Fund receives amounts equal to the
dividends or interest on loaned securities. It also receives one or more of
(a) negotiated loan fees, (b) interest on securities used as collateral, and
(c) interest on any short-term debt securities purchased with such loan
collateral. Either type of interest may be shared with the borrower.  That
Fund may also pay reasonable finder's, custodian and administrative fees in
connection with these loans.  The terms of a Fund's loans must meet
applicable tests under the Internal Revenue Code and must permit the Fund to
reacquire loaned securities on five days' notice or in time to vote on any
important matter.

      |X|  Borrowing for Leverage. Each Fund has the ability to borrow from
banks on an unsecured basis.  Each Fund has undertaken to limit borrowing to
25% of the value of that Fund's net assets, which is further limited to 10%
if borrowing is for a purpose other than to facilitate redemptions.
Investing borrowed funds in portfolio securities is a speculative technique
known as "leverage."  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. If the value of that Fund's assets fails to meet this 300% asset coverage
requirement, that Fund will reduce its bank debt within three days to meet
the requirement.  To do so, that Fund might have to sell a portion of its
investments at a disadvantageous time.

      A Fund will pay interest on these loans, and that interest expense will
raise the overall expenses of that Fund and reduce its returns.  If it does
borrow, its expenses will be greater than comparable funds that do not borrow
for leverage.  Additionally, that Fund's net asset values per share might
fluctuate more than that of funds that do not borrow.  Currently, the Funds
do not contemplate using this technique in the next year but if they do so,
it will not likely be to a substantial degree.

      |X|  Derivatives.  The Funds can invest in a variety of derivative
investments for hedging purposes. Some derivative investments the Funds can
use are the hedging instruments described below in this Statement of
Additional Information.  The Equity Funds do not use, and do not currently
contemplate using, derivatives or hedging instruments to a significant degree
in the coming year and they are not obligated to use them in seeking their
objectives.


      Other derivative investments the Fixed Income Funds can invest in
include "index-linked" notes. Principal and/or interest payments on these
notes depend on the performance of an underlying index.  Currency-indexed
securities are another derivative these Funds may use.  Typically, these are
short-term or intermediate-term debt securities.  Their value at maturity or
the rates at which they pay income are determined by the change in value of
the U.S. dollar against one or more foreign currencies or an index.  In some
cases, these securities may pay an amount at maturity based on a multiple of
the amount of the relative currency movements.  This type of index security
offers the potential for increased income or principal payments but at a
greater risk of loss than a typical debt security of the same maturity and
credit quality.

      Other derivative investments the Fixed Income Funds can use include debt
exchangeable for common stock of an issuer or "equity-linked debt securities"
of an issuer.  At maturity, the debt security is exchanged for common stock
of the issuer or it is payable in an amount based on the price of the
issuer's common stock at the time of maturity.  Both alternatives present a
risk that the amount payable at maturity will be less than the principal
amount of the debt because the price of the issuer's common stock might not
be as high as the Manager expected.

      |X| Hedging.  Although the Funds can use hedging instruments, they are
not obligated to use them in seeking their objective. To attempt to protect
against declines in the market value of the Funds' portfolio, to permit the
Funds to retain unrealized gains in the value of portfolio securities which
have appreciated, or to facilitate selling securities for investment reasons,
the Funds could:

        sell futures contracts,
        buy puts on such futures or on securities, or

        write covered calls on securities or futures.  Covered calls may also
           be used to increase the Funds' income, but the Manager does not
           expect to engage extensively in that practice.


      The Funds can use hedging to establish a position in the securities
market as a temporary substitute for purchasing particular securities.  In
that case the Funds would normally seek to purchase the securities and then
terminate that hedging position.  The Funds might also use this type of hedge
to attempt to protect against the possibility that its portfolio securities
would not be fully included in a rise in value of the market. To do so the
Funds could:
        buy futures, or
        buy calls on such futures or on securities.


      The Funds' strategy of hedging with futures and options on futures will
be incidental to the Fund's activities in the underlying cash market.  The
particular hedging instruments the Funds can use are described below.  The
Funds may employ new hedging instruments and strategies when they are
developed, if those investment methods are consistent with the Funds'
investment objective and are permissible under applicable regulations
governing the Funds.

      |_|  Futures.  The Funds can buy and sell futures contracts that relate
to (1) broadly-based stock indices (these are referred to as "stock index
futures"), (2) bond indices (these are referred to as "bond index futures"),
(3) debt securities (these are referred to as "interest rate futures"), (4)
foreign currencies (these are referred to as "forward contracts") and (5)
commodity futures.


      A broadly-based stock index is used as the basis for trading stock index
futures.  They may in some cases be based on stocks of issuers in a
particular industry or group of industries.  A stock index assigns relative
values to the common stocks included in the index and its value fluctuates in
response to the changes in value of the underlying stocks.  A stock index
cannot be purchased or sold directly.  Bond index futures are similar
contracts based on the future value of the basket of securities that comprise
the index.  These contracts obligate the seller to deliver, and the purchaser
to take, cash to settle the futures transaction.  There is no delivery made
of the underlying securities to settle the futures obligation.  Either party
may also settle the transaction by entering into an offsetting contract.

      An interest rate future obligates the seller to deliver (and the
purchaser to take) cash or a specified type of debt security to settle the
futures transaction. Either party could also enter into an offsetting
contract to close out the position.


      No money is paid or received by the Funds on the purchase or sale of a
future.  Upon entering into a futures transaction, the Funds will be required
to deposit an initial margin payment with the futures commission merchant
(the "futures broker").  Initial margin payments will be deposited with the
Funds' custodian bank in an account registered in the futures broker's name.
However, the futures broker can gain access to that account only under
specified conditions.  As the future is marked to market (that is, its value
on that Fund's books is changed) to reflect changes in its market value,
subsequent margin payments, called variation margin, will be paid to or by
the futures broker daily.


      At any time prior to expiration of the future, the Funds may elect to
close out their position by taking an opposite position, at which time a
final determination of variation margin is made and any additional cash must
be paid by or released to that Fund.  Any loss or gain on the future is then
realized by that Fund for tax purposes.  All futures transactions are
effected through a clearinghouse associated with the exchange on which the
contracts are traded.

      |_| Put and Call Options.  The Funds can buy and sell certain kinds of
put options ("puts") and call options ("calls"). The Funds can buy and sell
exchange-traded and over-the-counter put and call options, including index
options, securities options, currency options, commodities options, and
options on the other types of futures described above.

           |_|  Writing Covered Call Options.  The Funds can write (that is,
sell) covered calls. If a Fund sells a call option, it must be covered.  That
means the Fund must own the security subject to the call while the call is
outstanding, or, for certain types of calls, the call may be covered by
segregating liquid assets to enable that Fund to satisfy its obligations if
the call is exercised.  Up to 100% of a Fund's total assets may be subject to
calls that Fund writes.

      When a Fund writes a call on a security, it receives cash (a premium).
That Fund agrees to sell the underlying security to a purchaser of a
corresponding call on the same security during the call period at a fixed
exercise price regardless of market price changes during the call period.
The call period is usually not more than nine months.  The exercise price may
differ from the market price of the underlying security.  That Fund shares
the risk of loss that the price of the underlying security may decline during
the call period. That risk may be offset to some extent by
the premium the Fund receives.  If the value of the investment does not rise
above the call price, it is likely that the call will lapse without being
exercised. In that case the Fund would keep the cash premium and the
investment.

      When a Fund writes a call on an index, it receives cash (a premium).  If
the buyer of the call exercises it, the Fund will pay an amount of cash equal
to the difference between the closing price of the call and the exercise
price, multiplied by a specified multiple that determines the total value of
the call for each point of difference.  If the value of the underlying
investment does not rise above the call price, it is likely that the call
will lapse without being exercised. In that case the Fund would keep the cash
premium.


      The Funds' custodian bank, or a securities depository acting for the
custodian bank, will act as the Funds' escrow agent, through the facilities
of the Options Clearing Corporation ("OCC"), as to the investments on which
the Funds have written calls traded on exchanges or as to other acceptable
escrow securities. In that way, no margin will be required for such
transactions.  OCC will release the securities on the expiration of the
option or when the Funds enter into a closing transaction.


      When a Fund writes an over-the-counter ("OTC") option, that Fund will
enter into an arrangement with a primary U.S. government securities dealer
which will establish a formula price at which the Fund will have the absolute
right to repurchase that OTC option.  The formula price will generally be
based on a multiple of the premium received for the option, plus the amount
by which the option is exercisable below the market price of the underlying
security (that is, the option is "in the money").  When a Fund writes an OTC
option, it will treat as illiquid (for purposes of its restriction on holding
illiquid securities) the mark-to-market value of any OTC option it holds,
unless the option is subject to a buy-back agreement by the executing broker.

      To terminate its obligation on a call it has written, a Fund may
purchase a corresponding call in a  "closing purchase transaction."  A Fund
will then realize a profit or loss, depending upon whether the net of the
amount of the option transaction costs and the premium received on the call
the Fund wrote is more or less than the price of the call the Fund purchases
to close out the transaction.  That Fund may realize a profit if the call
expires unexercised, because that Fund will retain the underlying security
and the premium it received when it wrote the call.  Any such profits are
considered short-term capital gains for federal income tax purposes, as are
the premiums on lapsed calls. When distributed by a Fund they are taxable as
ordinary income.  If a Fund cannot effect a closing purchase transaction due
to the lack of a market, it will have to hold the callable securities until
the call expires or is exercised.


      A Fund may also write calls on a futures contract without owning the
futures contract or securities deliverable under the contract.  To do so, at
the time the call is written, that Fund must cover the call by identifying an
equivalent dollar amount of liquid assets on its books.  The Fund will
identify additional liquid assets if the value of the identified assets drops
below 100% of the current value of the future.  Because of this requirement,
in no circumstances would that Fund's receipt of an exercise notice as to
that future require that Fund to deliver a futures contract. It would simply
put that Fund in a short futures position, which is permitted by the Funds'
hedging policies.


           |_| Writing Put Options.  Each Fund can sell put options. A put
option on securities gives the purchaser the right to sell, and the writer
the obligation to buy, the underlying investment at the exercise price during
the option period.  The Funds will not write puts if, as a result, more than
50% of the Fund's net assets would be required to be identified on its books
to cover such put options.

      If a Fund writes a put, the put must be covered by identifying liquid
assets on its books. The premium the Funds receive from writing a put
represents a profit, as long as the price of the underlying investment
remains equal to or above the exercise price of the put.  However, that Fund
also assumes the obligation during the option period to buy the underlying
investment from the buyer of the put at the exercise price, even if the value
of the investment falls below the exercise price.  If a put a Fund has
written expires unexercised, that Fund realizes a gain in the amount of the
premium less the transaction costs incurred.  If the put is exercised, that
Fund must fulfill its obligation to purchase the underlying investment at the
exercise price. That price will usually exceed the market value of the
investment at that time.  In that case, that Fund may incur a loss if it
sells the underlying investment. That loss will be equal to the sum of the
sale price of the underlying investment and the premium received minus the
sum of the exercise price and any transaction costs the Fund incurred.

      When writing a put option on a security, to secure its obligation to pay
for the underlying security, that Fund will identify on its books liquid
assets with a value equal to or greater than the exercise price of the
underlying securities.  That Fund therefore forgoes the opportunity of
investing the assets identified on its books or writing calls against those
assets.


      As long as a Fund's obligation as the put writer continues, it may be
assigned an exercise notice by the broker-dealer through which the put was
sold. That notice will require that Fund to take delivery of the underlying
security and pay the exercise price.  No Fund has control over when it may be
required to purchase the underlying security, since it may be assigned an
exercise notice at any time prior to the termination of its obligation as the
writer of the put.  That obligation terminates upon expiration of the put. It
may also terminate if, before it receives an exercise notice, that Fund
effects a closing purchase transaction by purchasing a put of the same series
as it sold.  Once a Fund has been assigned an exercise notice, it cannot
effect a closing purchase transaction.


      A Fund may decide to effect a closing purchase transaction to realize a
profit on an outstanding put option it has written or to prevent the
underlying security from being put. Effecting a closing purchase transaction
will also permit that Fund to write another put option on the security, or to
sell the security and use the proceeds from the sale for other investments. A
Fund will realize a profit or loss from a closing purchase transaction
depending on whether the cost of the transaction is less or more than the
premium received from writing the put option.  Any profits from writing puts
are considered short-term capital gains for federal tax purposes, and when
distributed by a Fund, is taxable as ordinary income.

|_|   Purchasing Calls and Puts.  Each Fund can purchase calls to protect
        against the possibility that its portfolio will not participate in an
        anticipated rise in the securities market.  When a Fund buys a call
        (other than in a closing purchase transaction), it pays a premium.
        That Fund then has the right to buy the underlying investment from a
        seller of a corresponding call on the same investment during the call
        period at a fixed exercise price.  A Fund benefits only if it sells
        the call at a profit or if, during the call period, the market price
        of the underlying investment is above the sum of the call price plus
        the transaction costs and the premium paid for the call and the Fund
        exercises the call.  If a Fund does not exercise the call or sell it
        (whether or not at a|_| profit), the call will become worthless at its
expiration date.  In that case the Fund will have paid the premium but lost
the right to purchase the underlying investment.

      A Fund can buy puts whether or not it holds the underlying investment in
its portfolio.  When a Fund purchases a put, it pays a premium and, except as
to puts on indices, has the right to sell the underlying investment to a
seller of a put on a corresponding investment during the put period at a
fixed exercise price.  Buying a put on securities or futures a Fund owns
enables that Fund to attempt to protect itself during the put period against
a decline in the value of the underlying investment below the exercise price
by selling the underlying investment at the exercise price to a seller of a
corresponding put.  If the market price of the underlying investment is equal
to or above the exercise price and, as a result, the put is not exercised or
resold, the put will become worthless at its expiration date.  In that case
the Fund will have paid the premium but lost the right to sell the underlying
investment.  However, the Fund may sell the put prior to its expiration.
That sale may or may not be at a profit.


      Buying a put on an investment a Fund does not own (such as an index of
future) permits a Fund to resell the put or to buy the underlying investment
and sell it at the exercise price. The resale price will vary inversely to
the price of the underlying investment. If the market price of the underlying
investment is above the exercise price and, as a result, the put is not
exercised, the put will become worthless on its expiration date.


      When a Fund purchases a call or put on an index or future, it pays a
premium, but settlement is in cash rather than by delivery of the underlying
investment to the Fund.  A gain or loss depends on changes in the index in
question (and thus on price movements in the securities market generally)
rather than on price movements in individual securities or futures contracts.


      A Fund may buy a call or put only if, after the purchase, the value of
all call and put options held by the Fund will not exceed 5% of the Fund's
total assets.


           |_|  Buying and Selling Options on Foreign Currencies.  A Fund can
buy and sell calls and puts on foreign currencies.  They include puts and
calls that trade on a securities or commodities exchange or in the
over-the-counter markets or are quoted by major recognized dealers in such
options.  A Fund could use these calls and puts to try to protect against
declines in the dollar value of foreign securities and increases in the
dollar cost of foreign securities the Fund wants to acquire.

      If the Manager anticipates a rise in the dollar value of a foreign
currency in which securities to be acquired are denominated, the increased
cost of those securities may be partially offset by purchasing calls or
writing puts on that foreign currency.  If the Manager anticipates a decline
in the dollar value of a foreign currency, the decline in the dollar value of
portfolio securities denominated in that currency might be partially offset
by writing calls or purchasing puts on that foreign currency. However, the
currency rates could fluctuate in a direction adverse to a Fund's position.
That Fund will then have incurred option premium payments and transaction
costs without a corresponding benefit.

      A call the Fund writes on a foreign currency is "covered" if that Fund
owns the underlying foreign currency covered by the call or has an absolute
and immediate right to acquire that foreign currency without additional cash
consideration (or it can do so for additional cash consideration held in a
segregated account by its custodian bank) upon conversion or exchange of
other foreign currency held in its portfolio.

      A Fund could write a call on a foreign currency to provide a hedge
against a decline in the U.S. dollar value of a security which the Fund owns
or has the right to acquire and which is denominated in the currency
underlying the option.  That decline might be one that occurs due to an
expected adverse change in the exchange rate.  This is known as a
"cross-hedging" strategy.  In those circumstances, the Fund covers the option
by identifying on its books liquid assets in an amount equal to the exercise
price of the option.

      |_| Risks of Hedging with Options and Futures.  The use of hedging
instruments requires special skills and knowledge of investment techniques
that are different than what is required for normal portfolio management.  If
the Manager uses a hedging instrument at the wrong time or judges market
conditions incorrectly, hedging strategies may reduce a Fund's return. A Fund
could also experience losses if the prices of its futures and options
positions were not correlated with its other investments.

      A Fund's option activities could affect its portfolio turnover rate and
brokerage commissions. The exercise of calls written by the Fund might cause
a Fund to sell related portfolio securities, thus increasing its turnover
rate.  The exercise by a Fund of puts on securities will cause the sale of
underlying investments, increasing portfolio turnover.  Although the decision
whether to exercise a put it holds is within a Fund's control, holding a put
might cause that Fund to sell the related investments for reasons that would
not exist in the absence of the put.

      A Fund could pay a brokerage commission each time it buys or sells a
call, a put or an underlying investment in connection with the exercise of a
call or put.  Those commissions could be higher on a relative basis than the
commissions for direct purchases or sales of the underlying investments.
Premiums paid for options are small in relation to the market value of the
underlying investments.  Consequently, put and call options offer large
amounts of leverage. The leverage offered by trading in options could result
in a Fund's net asset values being more sensitive to changes in the value of
the underlying investment.

      If a covered call written by a Fund is exercised on an investment that
has increased in value, that Fund will be required to sell the investment at
the call price. It will not be able to realize any profit if the investment
has increased in value above the call price.

      An option position may be closed out only on a market that provides
secondary trading for options of the same series, and there is no assurance
that a liquid secondary market will exist for any particular option.  A Fund
might experience losses if it could not close out a position because of an
illiquid market for the future or option.

      There is a risk in using short hedging by selling futures or purchasing
puts on broadly-based indices or futures to attempt to protect against
declines in the value of a Fund's portfolio securities. The risk is that the
prices of the futures or the applicable index will correlate imperfectly with
the behavior of the cash prices of that Fund's securities.  For example, it
is possible that while a Fund has used a hedging instrument in a short hedge,
the market might advance and the value of the securities held in the Fund's
portfolio might decline. If that occurred, the Fund would lose money on the
hedging instrument and also experience a decline in the value of its
portfolio securities. However, while this could occur for a very brief period
or to a very small degree, over time the value of a diversified portfolio of
securities will tend to move in the same direction as the indices upon which
the hedging instrument is based.

      The risk of imperfect correlation increases as the composition of a
Fund's portfolio diverges from the securities included in the applicable
index. To compensate for the imperfect correlation of movements in the price
of the portfolio securities being hedged and movements in the price of the
hedging instruments, a Fund may use hedging instruments in a greater dollar
amount than the dollar amount of portfolio securities being hedged. It might
do so if the historical volatility of the prices of the portfolio securities
being hedged are more than the historical volatility of the applicable index.

      The ordinary spreads between prices in the cash and futures markets are
subject to distortions, due to differences in the nature of those markets.
First, all participants in the futures market are subject to margin deposit
and maintenance requirements. Rather than meeting additional margin deposit
requirements, investors may close futures contracts through offsetting
transactions which could distort the normal relationship between the cash and
futures markets.  Second, the liquidity of the futures market depends on
participants entering into offsetting transactions rather than making or
taking delivery.  To the extent participants decide to make or take delivery,
liquidity in the futures market could be reduced, thus producing distortion.
Third, from the point of view of speculators, the deposit requirements in the
futures market are less onerous than margin requirements in the securities
markets.  Therefore, increased participation by speculators in the futures
market may cause temporary price distortions.

      A Fund can use hedging instruments to establish a position in the
securities markets as a temporary substitute for the purchase of individual
securities (long hedging) by buying futures and/or calls on such futures,
broadly-based indices or on securities. It is possible that when a Fund does
so the market might decline.  If that Fund then concludes not to invest in
securities because of concerns that the market might decline further or for
other reasons, the Fund will realize a loss on the hedging instruments that
is not offset by a reduction in the price of the securities purchased.

      |_|  Forward Contracts.  Forward contracts are foreign currency exchange
contracts.  They are used to buy or sell foreign currency for future delivery
at a fixed price.  A Fund uses them to "lock in" the U.S. dollar price of a
security denominated in a foreign currency that the Fund has bought or sold,
or to protect against possible losses from changes in the relative values of
the U.S. dollar and a foreign currency.  A Fund limits its exposure in
foreign currency exchange contracts in a particular foreign currency to the
amount of its assets denominated in that currency or a closely-correlated
currency.  A Fund may also use "cross-hedging" where it hedges against
changes in currencies other than the currency in which a security it holds is
denominated.

      Under a forward contract, one party agrees to purchase, and another
party agrees to sell, a specific currency at a future date.  That date may be
any fixed number of days from the date of the contract agreed upon by the
parties.  The transaction price is set at the time the contract is entered
into.  These contracts are traded in the inter-bank market conducted directly
among currency traders (usually large commercial banks) and their customers.

      The Funds may use forward contracts to protect against uncertainty in
the level of future exchange rates.  The use of forward contracts does not
eliminate the risk of fluctuations in the prices of the underlying securities
a Fund owns or intends to acquire, but it does fix a rate of exchange in
advance.  Although forward contracts may reduce the risk of loss from a
decline in the value of the hedged currency, at the same time they limit any
potential gain if the value of the hedged currency increases.

      When a Fund enters into a contract for the purchase or sale of a
security denominated in a foreign currency, or when it anticipates receiving
dividend payments in a foreign currency, the Fund might desire to "lock-in"
the U.S. dollar price of the security or the U.S. dollar equivalent of the
dividend payments.  To do so, that Fund could enter into a forward contract
for the purchase or sale of the amount of foreign currency involved in the
underlying transaction, in a fixed amount of U.S. dollars per unit of the
foreign currency. This is called a "transaction hedge." The transaction hedge
will protect the Fund against a loss from an adverse change in the currency
exchange rates during the period between the date on which the security is
purchased or sold or on which the payment is declared, and the date on which
the payments are made or received.

      A Fund could also use forward contracts to lock in the U.S. dollar value
of a portfolio position.  This is called a "position hedge."  When a Fund
believes that foreign currency might suffer a substantial decline against the
U.S. dollar, it could enter into a forward contract to sell an amount of that
foreign currency approximating the value of some or all of the Fund's
portfolio securities denominated in that foreign currency.  When a Fund
believes that the U.S. dollar might suffer a substantial decline against a
foreign currency, it could enter into a forward contract to buy that foreign
currency for a fixed dollar amount.  Alternatively, a Fund could enter into a
forward contract to sell a different foreign currency for a fixed U.S. dollar
amount if the Fund believes that the U.S. dollar value of the foreign
currency to be sold pursuant to its forward contract will fall whenever there
is a decline in the U.S. dollar value of the currency in which portfolio
securities of the Fund are denominated.  That is referred to as a "cross
hedge."

      A Fund will cover its short position in these cases by identifying to
its custodian bank assets having a value equal to the aggregate amount of the
Fund's commitment under forward contracts. No Fund will enter into forward
contracts or maintain a net exposure to such contracts if the consummation of
the contracts would obligate a Fund to deliver an amount of foreign currency
in excess of the value of that Fund's portfolio securities or other assets
denominated in that currency or another currency that is the subject of the
hedge.

      The precise matching of the amounts under forward contracts and the
value of the securities involved generally will not be possible because the
future value of securities denominated in foreign currencies will change as a
consequence of market movements between the date the forward contract is
entered into and the date it is sold.  In some cases the Manager might decide
to sell the security and deliver foreign currency to settle the original
purchase obligation. If the market value of the security is less than the
amount of foreign currency the Fund is obligated to deliver, the Fund might
have to purchase additional foreign currency on the "spot" (that is, cash)
market to settle the security trade. If the market value of the security
instead exceeds the amount of foreign currency the Fund is obligated to
deliver to settle the trade, the Fund might have to sell on the spot market
some of the foreign currency received upon the sale of the security. There
will be additional transaction costs on the spot market in those cases.


      The projection of short-term currency market movements is extremely
difficult, and the successful execution of a short-term hedging strategy is
highly uncertain.  Forward contracts involve the risk that anticipated
currency movements will not be accurately predicted, causing a Fund to
sustain losses on these contracts and to pay additional transactions costs.
The use of forward contracts in this manner might reduce a Fund's performance
if there are unanticipated changes in currency prices to a greater degree
than if a Fund had not entered into such contracts.


      At or before the maturity of a forward contract requiring a Fund to sell
a currency, the Fund might sell a portfolio security and use the sale
proceeds to make delivery of the currency. In the alternative a Fund might
retain the security and offset its contractual obligation to deliver the
currency by purchasing a second contract. Under that contract a Fund will
obtain, on the same maturity date, the same amount of the currency that it is
obligated to deliver.  Similarly, a Fund might close out a forward contract
requiring it to purchase a specified currency by entering into a second
contract entitling it to sell the same amount of the same currency on the
maturity date of the first contract.  The Fund would realize a gain or loss
as a result of entering into such an offsetting forward contract under either
circumstance. The gain or loss will depend on the extent to which the
exchange rate or rates between the currencies involved moved between the
execution dates of the first contract and offsetting contract.

      The costs to a Fund of engaging in forward contracts varies with factors
such as the currencies involved, the length of the contract period and the
market conditions then prevailing. Because forward contracts are usually
entered into on a principal basis, no brokerage fees or commissions are
involved.  Because these contracts are not traded on an exchange, a Fund must
evaluate the credit and performance risk of the counterparty under each
forward contract.

      Although a Fund values its assets daily in terms of U.S. dollars, it
does not intend to convert its holdings of foreign currencies into U.S.
dollars on a daily basis.  Funds may convert foreign currency from time to
time, and will incur costs in doing so. Foreign exchange dealers do not
charge a fee for conversion, but they do seek to realize a profit based on
the difference between the prices at which they buy and sell various
currencies.  Thus, a dealer might offer to sell a foreign currency to a Fund
at one rate, while offering a lesser rate of exchange if the Fund desires to
resell that currency to the dealer.


|X|   Interest Rate Swap Transactions.  Value Fund/VA can enter into interest
rate swap agreements. In an interest rate swap, the Fund and another party
exchange their right to receive or their obligation to pay interest on a
security. For example, they might swap the right to receive floating rate
payments for fixed rate payments. The Fund can enter into swaps only on
securities that it owns. Also, the Fund will identify on its books liquid
assets (such as cash or U.S. government securities) to cover any amounts it
could owe under swaps that exceed the amounts it is entitled to receive, and
it will adjust that amount daily, as needed.

      Swap agreements entail both interest rate risk and credit risk.  There
is a risk that, based on movements of interest rates in the future, the
payments made by the Fund under a swap agreement will be greater than the
payments it received.  Credit risk arises from the possibility that the
counterparty will default.  If the counterparty defaults, the Fund's loss
will consist of the net amount of contractual interest payments that the Fund
has not yet received.  The Manager will monitor the creditworthiness of
counterparties to the Fund's interest rate swap transactions on an ongoing
basis.

      The Fund can enter into swap transactions with certain counterparties
pursuant to master netting agreements.  A master netting agreement provides
that all swaps done between the Fund and that counterparty shall be regarded
as parts of an integral agreement.  If amounts are payable on a particular
date in the same currency in respect of one or more swap transactions, the
amount payable on that date in that currency shall be the net amount.  In
addition, the master netting agreement may provide that if one party defaults
generally or on one swap, the counterparty can terminate all of the swaps
with that party.  Under these agreements, if a default results in a loss to
one party, the measure of that party's damages is calculated by reference to
the average cost of a replacement swap for each swap. It is measured by the
mark-to-market value at the time of the termination of each swap.  The gains
and losses on all swaps are then netted, and the result is the counterparty's
gain or loss on termination.  The termination of all swaps and the netting of
gains and losses on termination is generally referred to as "aggregation."

|X|   Credit Derivatives. The Fixed-Income Funds and Multiple Strategies/VA
may enter into credit default swaps, both directly ("unfunded swaps") and
indirectly in the form of a swap embedded within a structured note ("funded
swaps"), to protect against the risk that a security will default.  Unfunded
and funded credit default swaps may be on a single security, or on a basket
of securities. These Funds pay a fee to enter into the swap and receives a
fixed payment during the life of the swap.  These Funds may take a short
position in the credit default swap (also known as "buying credit
protection"), or may take a long position in the credit default swap note
(also known as "selling credit protection").

      These Funds would take a short position in a credit default swap (the
"unfunded swap") against a long portfolio position to decrease exposure to
specific high yield issuers.  If the short credit default swap is against a
corporate issue, these Funds must own that corporate issue. However, if the
short credit default swap is against sovereign debt, these Funds may own
either: (i) the reference obligation, (ii) any sovereign debt of that foreign
country, or (iii) sovereign debt of any country that the Manager determines
is closely correlated as an inexact bona fide hedge.

      If these Funds take a short position in the credit default swap, if
there is a credit event (including bankruptcy, failure to timely pay interest
or principal, or a restructuring), these Funds will deliver the defaulted
bonds and the swap counterparty will pay the par amount of the bonds.  An
associated risk is adverse pricing when purchasing bonds to satisfy the
delivery obligation.  If the swap is on a basket of securities, the notional
amount of the swap is reduced by the par amount of the defaulted bond, and
the fixed payments are then made on the reduced notional amount.

      Taking a long position in the credit default swap note (i.e., purchasing
the "funded swap") would increase a Fund's exposure to specific high yield
corporate issuers.  The goal would be to increase liquidity in that market
sector via the swap note and its associated increase in the number of trading
instruments, the number and type of market participants, and market
capitalization.

      If a Fund takes a long position in the credit default swap note, if
there is a credit event the Fund will pay the par amount of the bonds and the
swap counterparty will deliver the bonds.   If the swap is on a basket of
securities, the notional amount of the swap is reduced by the par amount of
the defaulted bond, and the fixed payments are then made on the reduced
notional amount.

      These Funds will invest no more than 25 % of their total assets in
"unfunded" credit default swaps.

      These Funds will limit their investments in "funded" credit default swap
notes to no more than 10% of its total assets.

      Other risks of credit default swaps include the cost of paying for
credit protection if there are no credit events, pricing transparency when
assessing the cost of a credit default swap, counterparty risk, and the need
to fund the delivery obligation (either cash or the defaulted bonds,
depending on whether the Fund is long or short the swap, respectively).

      |_| Regulatory Aspects of Hedging Instruments.  When using futures and
options on futures, the Funds are required to operate within certain
guidelines and restrictions with respect to the use of futures as established
by the Commodities Futures Trading Commission (the "CFTC").  In particular, a
Fund is exempted from registration with the CFTC as a "commodity pool
operator" if the Fund complies with the requirements of Rule 4.5 adopted by
the CFTC.  The Rule does not limit the percentage of a Fund's assets that may
be used for futures margin and related options premiums for a bona fide
hedging position.  However, under the Rule, a Fund must limit its aggregate
initial futures margin and related options premiums to not more than 5% of
the Funds' net assets for hedging strategies that are not considered bona
fide hedging strategies under the Rule.

      Transactions in options by a Fund are subject to limitations established
by the option exchanges. The exchanges limit the maximum number of options
that may be written or held by a single investor or group of investors acting
in concert. Those limits apply regardless of whether the options were written
or purchased on the same or different exchanges or are held in one or more
accounts or through one or more different exchanges or through one or more
brokers.  Thus, the number of options that a Fund may write or hold may be
affected by options written or held by other entities, including other
investment companies having the same advisor as that Fund (or an advisor that
is an affiliate of the Funds' advisor).  The exchanges also impose position
limits on futures transactions.  An exchange may order the liquidation of
positions found to be in violation of those limits and may impose certain
other sanctions.


      Under the Investment Company Act, when a Fund purchases a future, it
must identify as segregated on its records liquid assets in an amount equal
to the market value of the securities underlying the future, less the margin
deposit applicable to it.

      |_| Tax Aspects of Certain Hedging Instruments. Certain foreign currency
exchange contracts are treated as "Section 1256 contracts" under the Internal
Revenue Code.  In general, gains or losses relating to Section 1256 contracts
are characterized as 60% long-term and 40% short-term capital gains or losses
under the Code.  However, foreign currency gains or losses arising from
Section 1256 contracts that are forward contracts generally are treated as
ordinary income or loss.  In addition, Section 1256 contracts held by the
Funds at the end of each taxable year are "marked-to-market," and unrealized
gains or losses are treated as though they were realized.  These contracts
also may be marked-to-market for other purposes under rules prescribed
pursuant to the Internal Revenue Code.  An election can be made by a Fund to
exempt those transactions from this marked-to-market treatment.

      Certain forward contracts a Fund enters into may result in "straddles"
for federal income tax purposes.  The straddle rules may affect the character
and timing of gains (or losses) recognized by that Fund on straddle
positions.  Generally, a loss sustained on the disposition of a position
making up a straddle is allowed only to the extent that the loss exceeds any
unrecognized gain in the offsetting positions making up the straddle.
Disallowed loss is generally allowed at the point where there is no
unrecognized gain in the offsetting positions making up the straddle, or the
offsetting position is disposed of.

      Under the Internal Revenue Code, the following gains or losses are
treated as ordinary income or loss:
(1)   gains or losses attributable to fluctuations in exchange rates that
        occur between the time a Fund accrues interest or other receivables or
        accrues expenses or other liabilities denominated in a foreign
        currency and the time that Fund actually collects such receivables or
        pays such liabilities, and
(2)   gains or losses attributable to fluctuations in the value of a foreign
        currency between the date of acquisition of a debt security
        denominated in a foreign currency or foreign currency forward
        contracts and the date of disposition.

      Currency gains and losses are offset against market gains and losses on
each trade before determining a net "Section 988" gain or loss under the
Internal Revenue Code for that trade, which may increase or decrease the
amount of a Fund's investment income available for distribution to its
shareholders.

      |X|  Temporary Defensive and Interim Investments.  When market
conditions are unstable, or the Manager believes it is otherwise appropriate
to reduce holdings in stocks or bonds, the Funds can invest in a variety of
debt securities for defensive purposes. The Funds can also purchase these
securities for liquidity purposes to meet cash needs due to the redemption of
Fund shares, or to hold while waiting to reinvest cash received from the sale
of other portfolio securities. The Funds can buy:
o     obligations issued or guaranteed by the U. S. government or its
           instrumentalities or agencies,
o     commercial paper (short-term, unsecured, promissory notes of domestic or
           foreign companies) rated in the three top rating categories of a
           nationally recognized rating organization,
      o    short-term debt obligations of corporate issuers, rated investment
           grade (rated at least Baa by Moody's or at least BBB by Standard &
           Poor's or a comparable rating by another rating organization), or
           unrated securities judged by the Manager to have a comparable
           quality to rated securities in those categories,
o     certificates of deposit and bankers' acceptances of domestic and foreign
           banks  having total assets in excess of $1 billion, and
o     repurchase agreements.

      Short-term debt securities would normally be selected for defensive or
cash management purposes because they can normally be disposed of quickly,
are not generally subject to significant fluctuations in principal value and
their value will be less subject to interest rate risk than longer-term debt
securities.


|X|   Investment in Other Investment Companies. The Funds (except Money
Fund/VA) can also invest in the securities of other investment companies,
which can include open-end funds, closed-end funds and unit investment
trusts, subject to the limits set forth in the Investment Company Act that
apply to those types of investments.  For example, a Fund can invest in
Exchange-Traded Funds, which are typically open-end funds or unit investment
trusts, listed on a stock exchange.  A Fund might do so as a way of gaining
exposure to the segments of the equity or fixed-income markets represented by
the Exchange-Traded Funds' portfolio, at times when a Fund may not be able to
buy those portfolio securities directly.

Investing in another investment company may involve the payment of
substantial premiums above the value of such investment company's portfolio
securities and is subject to limitations under the Investment Company Act.
The Funds do not intend to invest in other investment companies unless the
Manager believes that the potential benefits of the investment justify the
payment of any premiums or sales charges.  As a shareholder of an investment
company, a Fund would be subject to its ratable share of that investment
company's expenses, including its advisory and administration expenses.  The
Funds do not anticipate investing a substantial amount of its net assets in
shares of other investment companies.

Money Fund/VA Investment Policies.  Under Rule 2a-7, Money Fund/VA may
purchase only "Eligible Securities," as defined below, that the Manger, under
procedures approved by the Trust's Board of Trustees, has determined have
minimal credit risk.  An "Eligible Security" is (a) a security that has
received a rating in one of the two highest short-term rating categories by
any two "nationally-recognized statistical rating organizations" as defined
in Rule 2a-7 ("Rating Organizations"), or, if only one Rating Organization
has rated that security, by that Rating Organization (the "Rating
Requirements"), (b) a security that is guaranteed, and either that guarantee
or the party providing that guarantee meets the Rating Requirements, or (c)
an unrated security that is either issued by an issuer having another similar
security that meets the Rating Requirements, or is judged by the Manager to
be of comparable quality to investments that meet the Rating Requirements.
Rule 2a-7 permits Money Fund/VA to purchase "First Tier Securities," which
are Eligible Securities rated in the highest category for short-term debt
obligations by at least two Rating Organizations, or, if only one Rating
Organization has rated a particular security, by that Rating Organization, or
comparable unrated securities.  The Fund can also buy "Second Tier
Securities," which are Eligible Securities that are not First Tier securities.

      If a security's rating is downgraded, the Manager and/or the Board may
have to reassess the security's credit risk.  If a security has ceased to be
a First Tier Security, the Manager will promptly reassess whether the
security continues to present "minimal credit risk."  If the Manager becomes
aware that any Rating Organization has downgraded its rating of a Second Tier
Security or rated an unrated security below its second highest rating
category, the Trust's Board of Trustees shall promptly reassess whether the
security presents minimal credit risk and whether it is in Money Fund/VA's
best interests to dispose of it.

      If Money Fund/VA disposes of the security within five days of the
Manager learning of the downgrade, the Manager will provide the Board with
subsequent notice of such downgrade.  If a security is in default, or ceases
to be an Eligible Security, or is determined no longer to present minimal
credit risks, the Board must determine if disposal of the security would be
in Money Fund/VA's best interests.

      The Rating Organizations currently designated as such by the Securities
and Exchange Commission ("SEC") are Standard & Poor's, Moody's and Fitch.
See Appendix A to this Statement of Additional Information for a description
of the rating categories of the Rating Organizations.

      o    Certificates of Deposit and Commercial Paper.  Money Fund/VA may
        invest in certificates of deposit of up to $100,000 of a domestic bank
        if such certificates of deposit are fully insured as to principal by
        the Federal Deposit Insurance Corporation.  For purposes of this
        section, the term "bank" includes commercial banks, savings banks, and
        savings and loan associations and the term "foreign bank" includes
        foreign branches of U.S. banks (issuers of "Eurodollar" instruments),
        U.S. branches and agencies of foreign banks (issuers of "Yankee
        dollar" instruments) and foreign branches of foreign banks.  Money
        Fund/VA also may purchase obligations issued by other entities if they
        are: (i) guaranteed as to principal and interest by a bank or
        corporation whose certificates of deposit or commercial paper may
        otherwise be purchased by Money Fund/VA, or (ii) subject to repurchase
        agreements (explained in the prospectus), if the collateral for the
        agreement complies with Rule 2a-7.

o     Bank Loan Participation Agreements.  Money Fund/VA may invest in bank
        loan participation agreements, although such investments have not been
        a principal investment strategy.  They provide the Fund with an
        undivided interest in a loan made by the issuing bank in the
        proportion the Fund's interest bears to the total principal amount of
        the loan.  In evaluating the risk of these investments, the Fund looks
        to the creditworthiness of the borrower that is obligated to make
        principal and interest payments on the loan.


o     Time Deposits.  Money Fund/VA may invest in fixed time deposits, which
        are non-negotiable deposits in a bank for a specified period of time
        at a stated interest rate, whether or not subject to withdrawal
        penalties; however, such deposits which are subject to such penalties,
        other than deposits maturing in less than seven days, are subject to
        the 10% limitation applicable to illiquid securities purchased by
        Money Fund/VA.

o     Floating Rate/Variable Rate Notes.  Money Fund/VA may invest in
        instruments with floating or variable interest rates.  The interest
        rate on a floating rate obligation is based on a stated prevailing
        market rate, such as a bank's prime rate, the 90-day U.S. Treasury
        Bill rate, the rate of return on commercial paper or bank certificates
        of deposit, or some other standard, and is adjusted automatically each
        time such market rate is adjusted.  The interest rate on a variable
        rate obligation is also based on a stated prevailing market rate but
        is adjusted automatically at a specified interval of no less than one
        year.  Some variable rate or floating rate obligations in which Money
        Fund/VA may invest have a demand feature entitling the holder to
        demand payment at an amount approximately equal to the principal
        amount thereof plus accrued interest at any time, or at specified
        intervals not exceeding one year.  These notes may or may not be
        backed by bank letters of credit. The interest rates on these notes
        fluctuate from time to time. Generally, the changes in the interest
        rate on such securities reduce the fluctuation in their market value.
        As interest rates decrease or increase, the potential for capital
        appreciation or depreciation is less than that for fixed-rate
        obligations of the same maturity.


o     Master Demand Notes.  Master demand notes are corporate obligations that
        permit the investment of fluctuating amounts by Money Fund/VA at
        varying rates of interest pursuant to direct arrangements between
        Money Fund/VA, as lender, and the corporate borrower that issues the
        note.  These notes permit daily changes in the amounts borrowed.
        Money Fund/VA has the right to increase the amount under the note at
        any time up to the full amount provided by the note agreement, or to
        decrease the amount. The borrower may repay up to the full amount of
        the note at any time without penalty. It is not generally contemplated
        that master demand notes will be traded because they are direct
        lending arrangements between the lender and the borrower.  There is no
        secondary market for these notes, although they are redeemable and
        thus immediately repayable by the borrower at face value, plus accrued
        interest, at any time.  Accordingly, where these obligations are not
        secured by letters of credit or other credit support arrangements,
        Money Fund/VA's right to redeem is dependent upon the ability of the
        borrower to pay principal and interest on demand.  In evaluating the
        master demand arrangements, the Manager considers the earning power,
        cash flow, and other liquidity ratios of the issuer. If they are not
        rated by Rating Organizations, Money Fund/VA may invest in them only
        if, at the time of an investment, they are Eligible Securities.  The
        Manager will continuously monitor the borrower's financial ability to
        meet all of its obligations because Money Fund/VA's liquidity might be
        impaired if the borrower were unable to pay principal and interest on
        demand.  There is no limit on the amount of the Money Fund/VA's assets
        that may be invested in floating rate and variable rate obligations.
        Floating rate or variable rate obligations which do not provide for
        recovery of principal and interest within seven days' notice will be
        subject to the 10% limitation applicable to illiquid securities
        purchased by Money Fund/VA.

Investment Restrictions. In addition to having a number of investment
policies and restrictions identified in the Prospectuses or elsewhere as
"fundamental policies," the Funds have other investment restrictions that are
fundamental policies, described below.


      |X|  What Are "Fundamental Policies?" Fundamental policies are those
policies that the Fund has adopted to govern its investments that can be
changed only by the vote of a "majority" of the Fund's outstanding voting
securities.  Under the Investment Company Act, a "majority" vote is defined
as the vote of the holders of the lesser of:
        67% or more of the shares present or represented by proxy at a
           shareholder meeting, if the holders of more than 50% of the
           outstanding shares are present or represented by proxy, or
        more than 50% of the outstanding shares.


      The Funds' investment objectives are fundamental policies. Other
policies described in the Prospectuses or this Statement of Additional
Information are "fundamental" only if they are identified as such. The Funds'
Board of Trustees can change non-fundamental policies without shareholder
approval.  However, significant changes to investment policies will be
described in supplements or updates to the Prospectuses or this Statement of
Additional Information, as appropriate. The Funds' most significant
investment policies are described in the Prospectus.


      |X| Do the Funds Have Additional Fundamental Policies?  The following
investment restrictions are fundamental policies of the Funds.


      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 Strategic Bond
        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.

The Funds (except Value Fund/VA) cannot make loans except (a) through lending
of securities, (b) through the purchase of debt instruments or similar
evidences of indebtedness, (c) through an interfund lending program with
other affiliated funds, and (d) through repurchase o     agreements. 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 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.


      The Funds (except Value Fund/VA) 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. o    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 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 of 1933 when reselling any securities held in its own
        portfolio.


The Funds (except Value Fund/VA) 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 o    contract. 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.

      The Funds cannot issue "senior securities," but this does not prohibit
        certain investment activities for which assets of the Funds 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.

      The Funds (except Value Fund/VA) 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 o Act.  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.


      Unless the Prospectus or this Statement of Additional Information states
that a percentage restriction applies on an ongoing basis, it applies only at
the time the Fund makes an investment. The Fund need not sell securities to
meet the percentage limits if the value of the investment increases in
proportion to the size of the Fund.


      For purposes of the Funds' policy not to concentrate its investments as
described above, Money Fund/VA and all other Funds have adopted the industry
classifications set forth in Appendix B and Appendix C, respectively, to this
Statement of Additional Information.  This is not a fundamental policy.

      Value Fund/VA has also adopted the following non-fundamental policy: The
Fund cannot invest in securities of other investment companies, except to the
extent permitted under the Investment Company Act, the rules or regulations
thereunder or any exemption therefrom, as such statute, rules or regulations
may be amended or interpreted from time to time.


How the Funds Are Managed


Organization and History.  Each Fund is an investment portfolio, or "series"
of Oppenheimer Variable Account Funds (the "Trust"), a multi-series open-end
diversified management investment company organized as a Massachusetts
business trust that presently includes 11 series. Money Fund/VA, Bond Fund/VA
and Capital Appreciation Fund/VA were all organized in 1983, High Income
Fund/VA, Aggressive Growth Fund/VA and Multiple Strategies Fund/VA, were all
organized in 1986, Global Securities Fund/VA was organized in 1990, Strategic
Bond Fund/VA was organized in 1993, Main Street(R)Growth & Income Fund/VA was
organized in 1995, Main Street(R)Small Cap Fund/VA was organized in 1998 and
Value Fund/ VA was organized in 2002. Prior to May 1, 2001, Oppenheimer Main
Street(R)Small Cap Fund was named "Oppenheimer Small Cap Growth Fund." The
suffix "VA" was added to each Fund's name on May 1, 1999. Prior to that date,
Oppenheimer Capital Appreciation Fund/VA was named "Oppenheimer Growth Fund,"
and Oppenheimer Main Street(R)Growth & Income Fund/VA was named "Oppenheimer
Growth & Income Fund."  Prior to May 1, 1998, Oppenheimer Aggressive Growth
Fund/VA was named "Oppenheimer Capital Appreciation Fund."  All references to
the Fund's Board of Trustees and Officers refer to the Trustees and Officers,
respectively, of Oppenheimer Variable Account Funds.


      Classes of Shares. The Trustees are authorized, without shareholder
approval, to create new series and classes of shares.  The Trustees may
reclassify unissued shares of a Fund into additional series or classes of
shares.  The Trustees also may divide or combine the shares of a class into a
greater or lesser number of shares without changing the proportionate
beneficial interest of a shareholder in the Fund.  Shares do not have
cumulative voting rights or preemptive or subscription rights.  Shares may be
voted by proxy at shareholder meetings.


      The Funds currently have two classes of shares authorized.  All Funds
offer a class of shares with no name designation. As of December 31, 2001,
all Funds except Money Fund/VA, Bond Fund/VA and Multiple Strategies Fund/VA
also offered a service share class, subject to a Distribution and Service
Plan.  Value Fund/VA currently only offers the class of shares with no name
designation.  Multiple Strategies Fund/VA and Bond Fund/VA are expected to
commence doing so during 2002. Each class of shares:


o     has its own dividends and distributions,
o     pays certain expenses which may be different for the different classes,
o     may have a different net asset value,
o     may have separate voting rights on matters in which interests of one
        class are different from interests of another class, and
o     votes as a class on matters that affect that class alone.

      Shares are freely transferable under the terms of the insurance product,
and each share of each class has one vote at shareholder meetings, with
fractional shares voting proportionally on matters submitted to the vote of
shareholders.  Each share of a Fund represents an interest proportionately
equal to the interest of each other share of the same class of that Fund.

      Meetings of Shareholders.  The Trust is a Massachusetts business trust,
and the Funds are not required to hold, and do not plan to hold, regular
annual meetings of shareholders. The Funds will hold meetings when required
to do so by the Investment Company Act or other applicable law. They will
also do so when a shareholder meeting is called by the Trustees or upon
proper request of the shareholders.

      Shareholders have the right, upon the declaration in writing or vote of
two-thirds of the outstanding shares of the Funds, to remove a Trustee.  The
Trustees will call a meeting of shareholders to vote on the removal of a
Trustee upon the written request of the record holders of 10% of its
outstanding shares.  If the Trustees receive a request from at least 10
shareholders stating that they wish to communicate with other shareholders to
request a meeting to remove a Trustee, the Trustees will then either make the
Funds' shareholder list available to the applicants or mail their
communication to all other shareholders at the applicants' expense. The
shareholders making the request must have been shareholders for at least six
months and must hold shares of the Funds valued at $25,000 or more or
constituting at least 1% of the Funds' outstanding shares, whichever is less.
The Trustees may also take other action as permitted by the Investment
Company Act.

      Shareholder and Trustee Liability.  The Trust's Declaration of Trust
contains an express disclaimer of shareholder or Trustee liability and states
that all persons extending credit to, doing business with, contracting with
or having or asserting any claim against the Trust or the Trustees shall look
only to the assets of the appropriate Series for payment, and neither the
shareholders nor the Trustees, nor any of their agents, whether past, present
or future, shall be personally liable for the obligations of the Trust.  The
Declaration of Trust also states that any shareholder or former shareholder
who is held personally liable for the obligations of the Trust solely by
reason of his being or having been a shareholder shall be indemnified by the
Trust against all losses and expenses arising from such liability.  Upon
request, the Trust shall assume the defense of any such claim and satisfy any
judgment on the claim.  Massachusetts law permits a shareholder of a business
trust (such as the Trust) to be held personally liable as a "partner" under
certain circumstances. However, the risk that a shareholder will incur any
financial loss from being held to be a "partner" of the Trust is limited to
the relatively remote circumstances in which the appropriate Fund would be
unable to meet its obligations.


      The Trust's contractual arrangements state that any person doing
business with the Trust (and each shareholder of the Funds) agrees under its
Declaration of Trust to look solely to the assets of the Funds for
satisfaction of any claim or demand that may arise out of any dealings with
the Funds. Additionally, the Trustees shall have no personal liability to any
such person, to the extent permitted by law.

      Board of Trustees and Oversight Committees. The Funds are governed by a
Board of Trustees, which is responsible for protecting the interests of
shareholders under Massachusetts law. The Trustees meet periodically
throughout the year to oversee the Funds' activities, review their
performance, and review the actions of the Manager.  Although the Funds will
not normally hold annual meetings of its shareholders, it may hold
shareholder meetings from time to time on important matters, and shareholders
have the right to call a meeting to remove a Trustee or to take other action
described in the Trust's Declaration of Trust.

      The Board of Trustees has an Audit Committee and a Review Committee.
The members of the Audit Committee are Edward L. Cameron (Chairman), William
L. Armstrong, George C. Bowen and Robert J. Malone.  The Audit Committee held
six meetings during the fiscal year ended December 31, 2001. The Audit
Committee furnishes the Board with recommendations regarding the selection of
the Fund's independent auditors. Other main functions of the Audit Committee
include, but are not limited to: (i) reviewing the scope and results of
audits and the audit fees charged; (ii) reviewing reports from the Fund's
independent auditors regarding the Fund's internal accounting procedures and
controls; and (iii) establishing a separate line of communication between the
Fund's independent auditors and its independent Trustees.

      The Audit Committee's functions include selecting and nominating to the
full Board, Independent nominees for election as Independent Trustees. The
Audit Committee may, but need not consider the advice and recommendation of
the Manager and its affiliates in selecting nominees. The full Board elects
new trustees except for those instances when a shareholder vote is required.
To date, the Committee has been able to identify from its own resources an
ample number of qualified candidates.  Nonetheless, shareholders may submit
names of individuals, accompanied by complete and properly supported resumes,
for the Audit Committee's consideration by mailing such information to the
Committee in care of the Funds. The Committee may consider such persons at
such time as it meets to consider possible nominees.  The Committee, however,
reserves sole discretion to determine the candidates to present to the Board
and/or shareholders and when it meets for the purpose of considering
potential nominees.

        The members of the Review Committee are Jon S. Fossel (Chairman),
Robert G. Avis, Sam Freedman, Beverly Hamilton and F. William Marshall, Jr.
The Review Committee held six meetings during the fiscal year ended December
31, 2001. Among other functions, the Review Committee reviews reports and
makes recommendations to the Board concerning the fees paid to the Fund's
transfer agent and the services provided to the Fund by the transfer agent.
The Review Committee also reviews the Fund's investment performance and
policies and procedures adopted by the Fund to comply with Investment Company
Act and other applicable law.

|X|   Trustees and Officers of the Funds. Except for Mr. Murphy, each of the
Trustees is an independent trustee of the Funds ("Independent Trustee"). Mr.
Murphy is an "Interested Trustee," because he is affiliated with the Manager
by virtue of his positions as an officer and director of the Manager, and as
a shareholder of its parent company. Mr. Murphy was elected as a Trustee of
the Funds with the understanding that in the event he ceases to be the chief
executive officer of the Manager, he will resign as a trustee of the Funds
and the other Board II Funds (defined below) for which he is a trustee or
director.

      The Funds' Trustees and officers and their positions held with the Funds
and length of service in such position(s) and their principal occupations and
business affiliations during the past five years are listed in the chart
below. The information for the Trustees also includes the dollar range of
shares of the Funds as well as the aggregate dollar range of shares
beneficially owned in any of the Oppenheimer funds overseen by the Trustees.
All of the Trustees are also trustees or directors of the following
Oppenheimer funds (except for Ms. Hamilton and Mr. Malone, who are not
Trustees of Oppenheimer Senior Floating Rate Fund and Mr. Murphy is not
a Trustee or Managing General Partner of any of the Centennial Funds)
(referred to as "Board II Funds"):


Oppenheimer Cash Reserves           Oppenheimer Select Managers
                                    Oppenheimer    Senior   Floating
Oppenheimer Champion Income Fund    Rate Fund
                                    Oppenheimer   Strategic   Income
Oppenheimer Capital Income Fund     Fund
                                    Oppenheimer  Total  Return Fund,
Oppenheimer High Yield Fund         Inc.
                                    Oppenheimer   Variable   Account
Oppenheimer International Bond Fund Funds

Oppenheimer Integrity Funds         Panorama Series Fund, Inc.
Oppenheimer            Limited-Term
Government Fund                     Centennial America Fund, L. P.
Oppenheimer  Main Street(R)Funds, Centennial  California  Tax Exempt
Inc.                             Trust
Oppenheimer     Main     Street(R)
Opportunity Fund                 Centennial Government Trust
Oppenheimer  Main Street(R)Small
Cap Fund                         Centennial Money Market Trust

                                 Centennial  New  York  Tax  Exempt
Oppenheimer Municipal Fund       Trust

Oppenheimer Real Asset Fund(R)   Centennial Tax Exempt Trust

      Present or former officers, directors, trustees and employees (and their
immediate family members) of the Fund, the Manager and its affiliates, and
retirement plans established by them for their employees are permitted to
purchase Class A shares of the Fund and the other Oppenheimer funds at net
asset value without sales charge. The sales charges on Class A shares is
waived for that group because of the economies of sales efforts realized by
the Distributor.

      Messrs. Molleur, Albers, Bartlett, Evans, Levine, Manioudakis, Monoyios,
Negri, Reedy, Rubinstein, Steinmetz, Turner, Wilby, Zavanelli, Zack,
Masterson, Vottiero, and Weiss, and Mses. Feld, Putnam, Switzer, Wolf and
Ives who are officers of the Funds, respectively hold the same offices with
one or more of the other Board II Funds as with the Funds. As of March 31,
2001, the Trustees and officers of the Funds, as a group, owned of record or
beneficially less than 1% of either class of shares of any of the Funds.  The
foregoing statement does not reflect ownership of shares held of record by an
employee benefit plan for employees of the Manager, other than the shares
beneficially owned under that plan by the officers of the Fund listed above.
In addition, each Independent Trustee, and his family members, do not own
securities of either the Manager or Distributor of the Board II Funds or any
person directly or indirectly controlling, controlled by or under common
control with the Manager or Distributor.

|X|   Affiliated Transactions and Material Business Relationships. In 2000,
Mr. Swain sold 93,000 shares of Oppenheimer Acquisition Company ("OAC") (the
Manager's parent holding company), for a cash payment of $4,278,930.  In
2001, Mr. Swain surrendered for cancellation 60,000 options to MassMutual for
a cash payment of $2,700,600.



      Mr. Swain has reported that he sold a residential property to Mr.
Freedman on October 23, 2001 for $1.2 million.  An independent appraisal of
the property supported the sale price.


           The address of each Trustee in the chart below is 6803 S. Tucson
Way, Centennial, CO 80112-3924. Each Trustee serves for an indefinite term,
until his or her resignation, retirement, death or removal.


- -------------------------------------------------------------------------

                          Independent Trustees

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

Name, Address,  Principal    Occupation(s)   During Dollar  Aggregate
                                                            Dollar
                                                            Range of
                                                            Shares
                                                            Beneficially
                                                            Owned in
                                                    Range   any of
                                                    of      the
Age,            Past    5     Years     /     Other Shares  Oppenheimer
Position(s)     Trusteeships/Directorships  Held by BeneficiFunds
Held with Fund  Trustee / Number of  Portfolios  in Owned   Overseen
and Length of   Fund Complex Currently  Overseen by in the  by
Service         Trustee                              Funds   Trustee

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

                                                     As of December 31,
                                                            2001

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

James C.        Formerly Chief Executive Officer      $0    Over
Swain,          of the Funds (until August 27,
Chairman and    2002), Vice Chairman (until
Trustee, since  January 2, 2002) of the Manager
1984            and President and a director
Age: 68         (until 1997) of Centennial Asset
                Management Corporation (a
                wholly-owned investment advisory
                subsidiary of the Manager).                 $100,000
                Oversees 41 portfolios in the
                OppenheimerFunds complex.

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

William L.      Chairman of the following private     $0    $50,001-
Armstrong,      mortgage banking companies: Cherry
Trustee since   Creek Mortgage Company (since
1999            1991), Centennial State Mortgage
Age: 65         Company (since 1994), The El Paso
                Mortgage Company (since 1993),
                Transland Financial Services, Inc.
                (since 1997); Chairman of the
                following private companies: Great
                Frontier Insurance (insurance
                agency) (since 1995) and
                Ambassador Media Corporation
                (since 1984); a director of the
                following public companies:
                Storage Technology Corporation
                (computer equipment company)
                (since 1991), Helmerich & Payne,
                Inc. (oil and gas
                drilling/production company)
                (since 1992), UNUMProvident
                (insurance company) (since 1991).
                Formerly Director of International
                Family Entertainment (television
                channel) (1992-1997) and Natec
                Resources, Inc. (air pollution
                control equipment and services
                company) (1991-1995), Frontier              $100,000
                Real Estate, Inc. (residential
                real estate brokerage)
                (1994-1999), and Frontier Title
                (title insurance agency)
                (1995-June 1999); a U.S. Senator
                (January 1979-January 1991).
                Oversees 41 portfolios in the
                OppenheimerFunds complex.

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

Robert G.       Formerly Mr. Avis held the            $0    Over
Avis, Trustee   following positions: Director and
since 1993      President of A.G. Edwards Capital,
Age: 71         Inc. (General Partner of private
                equity funds) (until February
                2001); Chairman, President and
                Chief Executive Officer of A.G.
                Edwards Capital, Inc. (until March
                2000); Vice Chairman and Director
                of A.G. Edwards, Inc. and Vice
                Chairman of A.G. Edwards & Sons,
                Inc. (its brokerage company
                subsidiary) (until March 1999);
                Chairman of A.G. Edwards Trust
                Company and A.G.E. Asset
                Management (investment advisor)
                (until March 1999); and a Director          $100,000
                (until March 2000) of A.G. Edwards
                & Sons and A.G. Edwards Trust
                Company. Oversees 41 portfolios in
                the OppenheimerFunds complex.

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

George C.       Formerly (until April 1999) Mr.       $0    Over
Bowen, Trustee  Bowen held the following
since 1999      positions: Senior Vice President
Age: 65         (from September 1987) and
                Treasurer (from March 1985) of the
                Manager; Vice President (from June
                1983) and Treasurer (since March
                1985) of OppenheimerFunds
                Distributor, Inc. (a subsidiary of
                the Manager); Senior Vice
                President (since February 1992),
                Treasurer (since July 1991)
                Assistant Secretary and a director
                (since December 1991) of
                Centennial Asset Management
                Corporation; Vice President (since
                October 1989) and Treasurer (since
                April 1986) of HarbourView Asset
                Management Corporation (an
                investment advisory subsidiary of
                the Manager); President, Treasurer
                and a director (June 1989-January
                1990) of Centennial Capital
                Corporation  (an investment
                advisory subsidiary of the
                Manager); Vice President and
                Treasurer (since August 1978) and
                Secretary (since April 1981) of
                Shareholder Services, Inc. (a
                transfer agent subsidiary of the
                Manager); Vice President,
                Treasurer and Secretary (since
                November 1989) of Shareholder
                Financial Services, Inc. (a
                transfer agent subsidiary of the
                Manager); Assistant Treasurer
                (since March 1998) of Oppenheimer
                Acquisition Corp. (the Manager's
                parent corporation); Treasurer
                (since November 1989) of
                Oppenheimer Partnership Holdings,
                Inc. (a holding company subsidiary
                of the Manager); Vice President
                and Treasurer (since July 1996) of          $100,000
                Oppenheimer Real Asset Management,
                Inc. (an investment advisory
                subsidiary of the Manager); Chief
                Executive Officer and director
                (since March 1996) of MultiSource
                Services, Inc. (a broker-dealer
                subsidiary of the Manager);
                Treasurer (since October 1997) of
                OppenheimerFunds International
                Ltd. and Oppenheimer Millennium
                Funds plc (offshore fund
                management subsidiaries of the
                Manager). Oversees 41 portfolios
                in the OppenheimerFunds complex.

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

Edward L.       A member of The Life Guard of         $0    $50,001-$100,000
Cameron,        Mount Vernon, George Washington's
Trustee since   home (since June 2000). Formerly
1999            (March 2001 - August 2002)
Age: 63         Director of Genetic ID, Inc. and
                its subsidiaries (a privately held
                biotech company); a partner with
                PricewaterhouseCoopers LLP (from
                1974-1999) (an accounting firm)
                and Chairman (from 1994-1998),
                Price Waterhouse LLP Global
                Investment Management Industry
                Services Group. Oversees 41
                portfolios in the OppenheimerFunds
                complex.

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

Jon S. Fossel,  Chairman and Director (since 1998)    $0    $50,001-$100,000
Trustee since   of Rocky Mountain Elk Foundation
1990 Age: 60    (a not-for-profit foundation); and
                a director (since October 1999) of
                P.R. Pharmaceuticals (a privately
                held company) and UNUMProvident
                (an insurance company) (since June
                1, 2002). Formerly Chairman and a
                Director (until October 1996) and
                President and Chief Executive
                Officer (until October 1995) of
                the Manager; President, Chief
                Executive Officer and a Director
                of Oppenheimer Acquisition Corp;
                Shareholder Services, Inc. and
                Shareholder Financial Services,
                Inc. (until October 1995).
                Oversees 41 portfolios in the
                OppenheimerFunds complex.

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

Sam Freedman,   Formerly (until October 1994) Mr.     $0    Over
Trustee since   Freedman held several positions in
1996 Age: 61    subsidiary or affiliated companies
                of the Manager. Oversees 41
                portfolios in the OppenheimerFunds          $100,000
                complex.

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

Beverly L.      Trustee (since 1996) of MassMutual  N/A1      N/A1
Hamilton,       Institutional Funds and of MML
Trustee since   Series Investment Fund (open-end
2002            investment companies); Director of
Age: 55         MML Services (since April 1987)
                and America Funds Emerging Markets
                Growth Fund (since October 1991)
                (both are investment companies),
                The California Endowment (a
                philanthropy organization) (since
                April 2002), and Community
                Hospital of Monterey Peninsula,
                (since February 2002); a trustee
                (since February 2000) of Monterey
                International Studies (an
                educational organization), and an
                advisor to Unilever (Holland)'s
                pension fund and to Credit Suisse
                First Boston's Sprout venture
                capital unit. Mrs. Hamilton also
                is a member of the investment
                committees of the Rockefeller
                Foundation, the University of
                Michigan  and Hartford Hospital.
                Formerly, Mrs. Hamilton held the
                following position: President
                (February 1991-April 2000) ARCO
                Investment Management Company.
                Oversees 40 portfolios in the
                OppenheimerFunds complex.

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

Robert J.       Director (since 2001) of Jones         N/A1      N/A1
Malone,         Knowledge, Inc. (a privately held
Trustee since   company), U.S. Exploration, Inc.,
2002            (since 1997), Colorado UpLIFT (a
Age: 57         non-profit organization) (since
                1986) and a trustee of the
                Gallagher Family Foundation (since
                2000).  Formerly, Mr. Malone held
                the following positions: Chairman
                of U.S. Bank (a subsidiary of U.S.
                Bancorp and formerly Colorado
                National Bank,) (July 1996-April 1,
                1999) and a director of Commercial
                Assets, Inc. (1993-2000). Oversees
                40 portfolios in the
                OppenheimerFunds complex.

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

F. William      Trustee  (since 1996) of MassMutual   $0    $50,001-$100,000
Marshall, Jr.,  Institutional   Funds  and  of  MML
Trustee since   Series  Investment  Fund  (open-end
2000            investment companies);  Trustee and
Age: 60         Chairman  (since  May  1987) of the
                investment    committee   for   the
                Worcester    Polytech    Institute;
                President  and   Treasurer   (since
                January  1999)  of the SIS  Fund (a
                private  not for profit  charitable
                organization);    Trustee    (since
                1995)  of the  Springfield  Library
                and  Museum  Association;   Trustee
                (since   1996)  of  the   Community
                Music   School   of    Springfield;
                Member of the investment  committee
                of  the  Community   Foundation  of
                Western     Massachusetts    (since
                1998). Formerly,  Chairman (January
                1999-July  1999)  of  SIS &  Family
                Bank,  F.S.B.  (formerly SIS Bank);
                President,  Chief Executive Officer
                and  Director  (May   1993-December
                1998)  of SIS  Bankcorp,  Inc.  and
                SIS  Bank   (formerly   Springfield
                Institution    for   Savings)   and
                Executive Vice  President  (January
                1999-July    1999)    of    Peoples
                Heritage   Financial  Group,   Inc.
                Oversees  41   portfolios   in  the
                OppenheimerFunds complex.

- -------------------------------------------------------------------------


      The address of Mr. Murphy in the chart below is 498 Seventh Avenue, New
York, NY 10018. Mr. Murphy serves for an indefinite term, until his
resignation, death or removal.


- -------------------------------------------------------------------------

  Interested
  Trustee and
    Officer

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

Name, Address,  Principal  Occupation(s)  During Past Dollar   Aggregate
                                                               Dollar
                                                               Range of
                                                      Range    Shares
                                                      of       Beneficially
Age,            5         Years        /        Other Shares   Owned in
Position(s)     Trusteeships/Directorships   Held  by Beneficiaany of
Held with Fund  Trustee  / Number  of  Portfolios  in Owned    the
and Length of   Fund  Complex  Currently  Overseen by in the   Oppenheimer
Service         Trustee                                Funds     Funds

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

                                                        As of December
                                                           31, 2001

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

John V.         Chairman, Chief Executive Officer
Murphy,         and director (since June 2001) and    $0    Over
President and   President (since September 2000)            $100,000
Trustee,        of the Manager; President and a
Principal       director or trustee of other
Executive       Oppenheimer funds; President and a
Officer, since  director (since July 2001) of
October 2001    Oppenheimer Acquisition Corp. and
Age: 53         of Oppenheimer Partnership
                Holdings, Inc.; a director (since
                November 2001) of OppenheimerFunds
                Distributor, Inc.; Chairman and a
                director (since July 2001) of
                Shareholder Services, Inc. and of
                Shareholder Financial Services,
                Inc.; President and a director
                (since July 2001) of
                OppenheimerFunds Legacy Program (a
                charitable trust program
                established by the Manager); a
                director of the following
                investment advisory subsidiaries
                of OppenheimerFunds, Inc.: OFI
                Institutional Asset Management,
                Inc. and Centennial Asset
                Management Corporation (since
                November 2001), HarbourView Asset
                Management Corporation and OFI
                Private Investments, Inc. (since
                July 2001); President (since
                November 1, 2001) and a director
                (since July 2001) of Oppenheimer
                Real Asset Management, Inc.; a
                director (since November 2001) of
                Trinity Investment Management
                Corp. and Tremont Advisers, Inc.
                (investment advisory affiliates of
                the Manager); Executive Vice
                President (since February 1997) of
                Massachusetts Mutual Life
                Insurance Company (the Manager's
                parent company); a director (since
                June 1995) of DBL Acquisition
                Corporation; formerly, Chief
                Operating Officer (September
                2000-June 2001) of the Manager;
                President and trustee (November
                1999-November 2001) of MML Series
                Investment Fund and MassMutual
                Institutional Funds (open-end
                investment companies); a director
                (September 1999-August 2000) of
                C.M. Life Insurance Company;
                President, Chief Executive Officer
                and director (September
                1999-August 2000) of MML Bay State
                Life Insurance Company; a director
                (June 1989-June 1998) of Emerald
                Isle Bancorp and Hibernia Savings
                Bank (a wholly-owned subsidiary of
                Emerald Isle Bancorp). Oversees 69
                portfolios in the OppenheimerFunds
                complex.

- -------------------------------------------------------------------------


    The address of the Officers in the chart below is as follows: Messrs.
Molleur, Albers, Bartlett, Evans, Levine, Manioudakis, Monoyios, Negri,
Reedy, Rubinstein, Steinmetz, Turner, Wilby, Zavanelli, and Zack and Mses.
Feld, Putnam, and Switzer is 498 Seventh Avenue, New York, NY 10018; Messrs.
Masterson, Vottiero, Weiss and Wixted and Mses. Ives and Wolf is 6803 S.
Tucson Way, Centennial, CO 80112-3924. Each Officer serves for an annual term
or until his or her resignation, death or removal.


- -------------------------------------------------------------------------

                         Officers of the Funds

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

Name, Address, Age,         Principal Occupation(s) During Past 5
Position(s) Held with Fund
and Length of Service       Years

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

Charles Albers, Vice        Senior Vice President (since April 1998)
President and Portfolio     of the Manager; a Certified Financial
Manager since 1998          Analyst; an officer of 6 portfolios in
Age: 61                     the OppenheimerFunds complex; formerly a
                            Vice President and portfolio manager for
                            Guardian Investor Services, the
                            investment management subsidiary of The
                            Guardian Life Insurance Company (1972 -
                            April 1998).

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

Bruce Bartlett, Vice        Senior Vice President (since January
President and               1999) of the Manager; an officer of 6
Portfolio Manager since     portfolios in the OppenheimerFunds
1999                        complex. Prior to joining the Manager in
Age: 52.                    April, 1995, he was a Vice President and
                            Senior Portfolio Manager at First of
                            America Investment Corp. (September 1986
                            - April 1995).

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

George Evans, Vice          Vice President of the Manager (since
President and               October 1993) and of HarbourView Asset
Portfolio Manager since     Management Corporation (since July
1993                        1994); an officer of 4 portfolios in the
Age: 42.                    OppenheimerFunds complex.

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

Michael S. Levine, Vice     Vice  President  (since June 1998) of the
President and Portfolio
Manager since 1998          Manager;  an officer of 4  portfolios  in
Age: 36.                    the  OppenheimerFunds  complex;  formerly
                            Assistant  Vice  President  and Portfolio
                            Manager  of  the  Manager  (April  1996 -
                            June 1998);  prior to joining the Manager
                            in June 1994, he was a portfolio  manager
                            and   research    associate    for   Amas
                            Securities,   Inc.   (February   1990   -
                            February 1994).

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

Angelo Manioudakis, Vice    Senior Vice President of the Manager
President and Portfolio     (since April 2002); an officer of 9
Manager since 2002          portfolios in the OppenheimerFunds
Age: 35.                    complex; formerly Executive Director and
                            portfolio manager for Miller, Anderson &
                            Sherrerd, a division of Morgan Stanley
                            Investment Management (August 1993-April
                            2002).

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

Nikolaos D. Monoyios, Vice  Vice  President  of  the  Manager  (since
President and Portfolio
Manager since 1998          April  1998);  an officer of 4 portfolios
Age: 53                     in  the   OppenheimerFunds   complex;   a
                            Certified  Financial Analyst;  formerly a
                            Vice President and portfolio  manager for
                            Guardian    Investor    Services,     the
                            investment  management  subsidiary of The
                            Guardian Life  Insurance  Company (1979 -
                            March 1998).

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

David P. Negri, Vice        Senior Vice President of the Manager
President and Portfolio     (since May 1998) and of HarbourView
Manager since 1998          Asset Management Corporation (since
Age: 48                     April 1999); an officer of 9 portfolios
                            in the OppenheimerFunds complex;
                            formerly Vice President of the Manager
                            (July 1988 - May 1998).

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

Jane Putnam, Vice           Vice  President  of  the  Manager  (since
President and
Portfolio Manager since     October   1995);    an   officer   of   2
1995                        portfolios   in   the    OppenheimerFunds
Age: 41.                    complex;  before  joining  the Manager in
                            May  1994,  she was a  portfolio  manager
                            and equity research  analyst for Chemical
                            Bank (June 1989 - May 1994).

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

Thomas P. Reedy, Vice       Vice President of the Manager (since
President and Portfolio     June 1993) and of HarbourView Asset
Manager since 1993          Management Corporation (since April
Age: 40.                    1999); an officer of 3 portfolios in the
                            OppenheimerFunds complex; formerly a
                            fixed income analyst of the Manager
                            (1986 - 1993).

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

Richard H. Rubinstein,      Senior  Vice  President   (since  October
Vice President and
Portfolio Manager since     1995) of the  Manager;  an  officer  of 2
1995                        portfolios   in   the    OppenheimerFunds
Age: 54                     complex;  formerly  a Vice  President  of
                            the Manager (June 1990 - October 1995).

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

Arthur P. Steinmetz, Vice   Senior Vice President of the Manager
President and Portfolio
Manager since 1993          (since March 1993) and of HarbourView
Age: 43.                    Asset Management Corporation (since
                            March 2000); an officer of 6 portfolios
                            in the OppenheimerFunds complex.

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

Susan Switzer, Vice         Vice President of the Manager (since
President and
Portfolio Manager since     December 2000); Assistant Vice President
2000                        of the Manager (December 1997 - December
Age: 36                     2000); an officer of 3 portfolios in the
                            OppenheimerFunds complex. Prior to
                            joining the Manager, she was a portfolio
                            manager at Neuberger Berman (November
                            1994 - November 1997).

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

James F. Turner, II, Vice   Vice President and Portfolio Manager of
President and Portfolio
Manager since 2001          the Manager since March 2001; an officer
Age: 35.                    of 3 portfolios in the OppenheimerFunds
                            complex; formerly portfolio manager for
                            Technology Crossover Ventures (May 2000
                            - March 2001); Assistant Vice President
                            and Associate Portfolio Manager of the
                            Manager (August 1999 - May 2000);
                            securities analyst for the Manager
                            (October 1996 - August 1999); and a
                            securities analyst with First of America
                            Investment Corporation (May 1994 -
                            October 1996).

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

Barry D. Weiss, Vice        Vice President of the Manager (since
President and Portfolio
Manager since 2001          July 2001); an officer of 7 portfolios
Age: 38                     in the OppenheimerFunds complex;
                            formerly Assistant Vice President and
                            Senior Credit Analyst of the Manager
                            (February 2000-June 2001). Prior to
                            joining the Manager in February 2000, he
                            was Associate Director, Structured
                            Finance, Fitch IBCA Inc. (April 1998 -
                            February 2000); News Director, Fitch
                            Investors Service (September 1996 -
                            April 1998); and Senior Budget Analyst,
                            City of New York, Office of Management &
                            Budget (February 1990 - September 1996).

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

William L. Wilby, Vice      Senior Vice President of the Manager
President and Portfolio
Manager since 1994          (since July 1994) and of HarbourView
Age: 58                     Asset Management Corporation (since May
                            1999); Senior Investment Officer,
                            Director of International Equities
                            (since May 2000) of the Manager; an
                            officer of 2 portfolios in the
                            OppenheimerFunds complex; formerly Vice
                            President of the Manager (October 1991-
                            July 1994) and of HarbourView Asset
                            Management Corporation (June 1992 - May
                            1999).

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

Carol E. Wolf, Vice         Senior Vice President (since June 2000)
President and               of the Manager; an officer of 7
Portfolio Manager since     portfolios in the OppenheimerFunds
2000                        complex; formerly Vice President of the
Age: 50.                    Manager (June 1990 - June 2000).

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

Mark Zavanelli, Vice        Vice President (since November 2000) of
President and Portfolio
Manager since 2000          the Manager; a Chartered Financial
Age: 31.                    Analyst; an officer of 2 portfolios in
                            the OppenheimerFunds complex. Prior to
                            joining the Manager in May 1998 he was
                            President of Waterside Capital
                            Management, a registered investment
                            advisor (August 1995 - April 1998) and a
                            financial research analyst for Elder
                            Research (June 1997 - April 1998).

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

Brian W. Wixted,            Senior Vice President and Treasurer
Treasurer, Principal        (since March 1999) of the Manager;
Financial and Accounting    Treasurer (since March 1999) of
Officer                     HarbourView Asset Management
since April 1999            Corporation, Shareholder Services, Inc.,
Age: 42                     Oppenheimer Real Asset Management
                            Corporation, Shareholder Financial
                            Services, Inc., Oppenheimer Partnership
                            Holdings, Inc., OFI Private Investments,
                            Inc. (since March 2000),
                            OppenheimerFunds International Ltd. and
                            Oppenheimer Millennium Funds plc (since
                            May 2000) and OFI Institutional Asset
                            Management, Inc. (since November 2000);
                            Treasurer and Chief Financial Officer
                            (since May 2000) of Oppenheimer Trust
                            Company (a trust company subsidiary of
                            the Manager); Assistant Treasurer (since
                            March 1999) of Oppenheimer Acquisition
                            Corp. and OppenheimerFunds Legacy
                            Program (since April 2000); formerly
                            Principal and Chief Operating Officer
                            (March 1995-March 1999), Bankers Trust
                            Company-Mutual Fund Services Division.
                            An officer of 85 portfolios in the
                            OppenheimerFunds complex.

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

Philip Vottiero,            Vice President/Fund Accounting of the
                            Manager (since March 2002; formerly Vice
                            President/Corporate Accounting of the
Assistant Treasurer         Manager (July 1999-March 2002) prior to
since August 2002           which he was Chief Financial Officer at
Age: 39                     Sovlink Corporation (April 1996-June 1999).
                            An officer of 72 portfolios in the
                            OppenheimerFunds complex.

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

Robert G. Zack,             Senior Vice President (since May 1985) and
Vice President & Secretary  General Counsel (since February 2002) of
since November 2001         the Manager; General Counsel and a director
Age: 54                     (since November 2001) of OppenheimerFunds
                            Distributor, Inc.; Senior Vice President
                            and General Counsel (since November 2001)
                            of HarbourView Asset Management
                            Corporation; Vice President and a director
                            (since November 2000) of Oppenheimer
                            Partnership Holdings, Inc.; Senior Vice
                            President, General Counsel and a director
                            (since November 2001) of Shareholder
                            Services, Inc., Shareholder Financial
                            Services, Inc., OFI Private Investments,
                            Inc., Oppenheimer Trust Company and OFI
                            Institutional Asset Management, Inc.;
                            General Counsel (since November 2001) of
                            Centennial Asset Management Corporation; a
                            director (since November 2001) of
                            Oppenheimer Real Asset Management, Inc.;
                            Assistant Secretary and a director (since
                            November 2001) of OppenheimerFunds
                            International Ltd.; Vice President (since
                            November 2001) of OppenheimerFunds Legacy
                            Program; Secretary (since November 2001) of
                            Oppenheimer Acquisition Corp.; formerly
                            Acting General Counsel (November
                            2001-February 2002) and Associate General
                            Counsel (May 1981-October 2001) of the
                            Manager; Assistant Secretary of Shareholder
                            Services, Inc. (May 1985-November 2001),
                            Shareholder Financial Services, Inc.
                            (November 1989-November 2001);
                            OppenheimerFunds International Ltd. And
                            Oppenheimer Millennium Funds plc (October
                            1997-November 2001). An officer of 85
                            portfolios in the OppenheimerFunds complex.

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

Philip T. Masterson,        Vice President and Assistant Counsel of the
                            Manager (since July 1998); formerly, an
Assistant Secretary         associate with Davis, Graham, & Stubbs LLP
since August 2002           (January 1997-June 1998). An officer of 72
Age: 38                     portfolios in the OppenheimerFunds complex.

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

Denis R. Molleur,           Vice President and Senior Counsel of the
Assistant Secretary         Manager (since July 1999); formerly a
since November 2001         Vice President and Associate Counsel of
Age: 44                     the Manager (September 1995-July 1999).
                            An officer of 82 portfolios in the
                            OppenheimerFunds complex.

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

Katherine P. Feld,          Vice President and Senior Counsel (since
Assistant Secretary         July 1999) of the Manager; Vice
since November 2001         President (since June 1990) of
Age: 44                     OppenheimerFunds Distributor, Inc.;
                            Director, Vice President and Assistant
                            Secretary (since June 1999) of
                            Centennial Asset Management Corporation;
                            Vice President (since 1997) of
                            Oppenheimer Real Asset Management, Inc.;
                            formerly Vice President and Associate
                            Counsel of the Manager (June 1990-July
                            1999). An officer of 85 portfolios in
                            the OppenheimerFunds complex.

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

Kathleen T. Ives,           Vice President and Assistant Counsel
Assistant Secretary         (since June 1998) of the Manager; Vice
since November 2001         President (since 1999) of
Age: 36                     OppenheimerFunds Distributor, Inc.; Vice
                            President and Assistant Secretary (since
                            1999) of Shareholder Services, Inc.;
                            Assistant Secretary (since December
                            2001) of OppenheimerFunds Legacy Program
                            and Shareholder Financial Services,
                            Inc.; formerly Assistant Vice President
                            and Assistant Counsel of the Manager
                            (August 1997-June 1998); Assistant
                            Counsel of the Manager (August
                            1994-August 1997). An officer of 85
                            portfolios in the OppenheimerFunds
                            complex.

- -------------------------------------------------------------------------


|X|   Remuneration of Trustees.  The officers of the Funds and one Trustee of
the Fund (Mr. Murphy) are affiliated with the Manager and receive no salary
or fee from the Funds.  The remaining Trustees of the Funds received the
compensation shown below. The compensation from the Funds were paid during
their fiscal year ended December 31, 2001.  The compensation from all of the
Board II funds includes the compensation from the Funds and represents
compensation received as a director, trustee, managing general partner or
member of a committee of the Board during the calendar year 2001. Mr. Swain
was affiliated with the Manager until January 2, 2002.






- ----------------------------------------------------------------------------

                                           Aggregate            Total
  Trustee Name and Other Fund                   sation       Compensation
  Position(s) (as applicable)                   Funds as       From All
                                                al Year      Oppenheimer
                                          Compenember 31,  Funds For Which
                                       from the 11            Individual
                                         of Fisc              Serves As
                                       Ended Dec           Trustee/Director
                                             200            As of December
                                                               31, 2001
                                                              (41 Funds)

- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------

 James C. Swain2                               $0                 $0
  Chairman of the Board of Trustees

- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------

William L. Armstrong                        $12,266            $78,865
  Audit Committee Member

- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
Robert G. Avis                              $12,354            $79,452
  Review Committee Member
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------

George Bowen                                $11,809            $75,936
 Audit Committee Member

- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
Edward L. Cameron                           $11,784            $75,794
  Audit Committee Chairman
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------

Jon. S. Fossel                              $13,091            $84,177
  Review Committee Chairman

- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------

Sam Freedman                                $12,970            $83,402
  Review Committee Member

- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------

Beverly Hamilton3                              $0                 $0
Review Committee Member

- ----------------------------------------------------------------------------
- -------------------------------------------------------------------

C. Howard Kast4                    $13,601           $87,452

- -------------------------------------------------------------------
- ----------------------------------------------------------------------------

Robert M. Kirchner4                         $12,354            $79,452

- ----------------------------------------------------------------------------
- -------------------------------------------------------------------

Robert J. Malone3                    $0                 $0
Audit Committee Member

- -------------------------------------------------------------------
- ----------------------------------------------------------------------------

F. William Marshall, Jr.                    $10,874            $69,922
  Review Committee Member

- ----------------------------------------------------------------------------

* Effective July 1, 2000, Ned M. Steel resigned as Trustee of the Board II Funds
and subsequently became Trustee Emeritus of the Funds. For the fiscal year ended
December 31, 2001,  Steel received $9,331 aggregate  compensation  from the Fund
and for the calendar  year ended  December 31, 2001,  he received  $60,000 total
compensation  from all the  Board II  Funds.  Effective  April 5,  2001  Raymond
Kalinowski  resigned as Trustee of the Fund.  For the fiscal year ended December
31, 2001 Mr. Kalinowski received $3,251 aggregate compensation from the Fund and
for the  calendar  year ended  December  31,  2001,  he received  $16,468  total
compensation from all Board II funds.

1. Aggregate compensation from the Fund includes fees and deferred compensation,
if any.

2. Mr. Swain became an Independent  Trustee effective 1/1/02,  prior to which he
did not receive compensation from any of the Board II funds.

3. Mrs.  Hamilton and Mr.  Malone were elected as Trustees of the Board II Funds
effective  June 1, 2002 and therefore did not receive  compensation  from any of
the Board II Funds during the Fund's fiscal year ended December 31, 2001 or from
any of the Board II Funds during calendar year 2001.

4. Effective July 1, 2002,  Messrs.  Kast and Kirchner  retired as Trustees from
the Board II funds.



|X| Deferred Compensation Plan for Trustees. The Board of Trustees has adopted a
Deferred Compensation Plan for disinterested Trustees that enables them to elect
to defer  receipt of all or a portion of the annual  fees they are  entitled  to
receive from the Funds.  Under the plan, the compensation  deferred by a Trustee
is  periodically  adjusted as though an  equivalent  amount had been invested in
shares of one or more Oppenheimer funds selected by the Trustee. The amount paid
to the Trustee under the plan will be determined  based upon the  performance of
the selected funds.

     Deferral of Trustee's  fees under the plan will not  materially  affect the
Funds' assets,  liabilities and net income per share. The plan will not obligate
the fund to retain the services of any Trustee or to pay any particular level of
compensation  to any Trustee.  Pursuant to an Order issued by the Securities and
Exchange  Commission,  the Funds may invest in the funds selected by the Trustee
under  the  plan  without  shareholder  approval  for  the  limited  purpose  of
determining the value of the Trustee's deferred fee account.


     Major  Shareholders.  As of March 31,  2002,  the only  entities  owning of
record or known by the management of the Trust to be beneficial  owners of 5% or
more  of the  outstanding  shares  of any  Fund  were  the  following  insurance
companies and their respective  affilaites:  (i) Monarch Life Insurance  Company
("Monarch"),  Springfield  MA;  (ii) GE Life  &  Annuity  Assurance  Company
("GE"),  Richmond,  VA; (iii) Nationwide Life Insurance Company  ("Nationwide"),
Columbus, OH; (iv) Aetna Life Insurance and Annuity Company ("Aetna"), Hartford,
CT; (v) Massachusetts Mutual Life Insurance Company ("MassMutual"), Springfield,
MA; (vi)  Jefferson-Pilot  Life Insurance  Company,  and Alexander Hamilton Life
Insurance Company of America  (collectively,  "Jefferson-Pilot"),  Concord,  NH;
(vii) CUNA Mutual Group ("CUNA"),  Madison,  WI; (viii) American General Annuity
Insurance  Company  ("American  General"),  Houston,  TX; (ix)  Protective  Life
Insurance Company  ("Protective"),  Birmingham,  AL; (x) Allstate Life Insurance
Company and  Glenbrook  Life and  Annuity  Company  (collectively,  "Allstate"),
Northbrook,  IL; (xi) Columbus Life Insurance Company ("Columbus"),  Cincinnati,
OH; and (xii) Pruco Insurance Company ("Pruco"),  Newark, NJ; (xii) John Hancock
Life Insurance Company, Boston, MA ("John Hancock); (xiii) Lincoln National Life
Insurance  Company  ("Lincoln  Benefit");   (xiv)  Transamerica  Life  Insurance
Company,  Cedar  Rapids,  IO  ("Transamerica");  and  (xv)  Travelers  Insurance
Company, Hartford, CT ("Travelers").  Such shares were held as shown in Appendix
C.

The Manager.  The Manager is  wholly-owned by Oppenheimer  Acquisition  Corp., a
holding company controlled by Massachusetts Mutual Life Insurance Company.


     |X| Code of Ethics.  The Funds, the Manager and the Distributor have a Code
of Ethics.  It is designed to detect and prevent  improper  personal  trading by
certain employees, including portfolio managers, that would compete with or take
advantage of the Funds' portfolio transactions.  Covered persons include persons
with knowledge of the  investments  and  investment  intentions of the Funds and
other funds  advised by the  Manager.  The Code of Ethics does permit  personnel
subject to the Code to invest in securities,  including  securities  that may be
purchased  or held  by the  Funds,  subject  to a  number  of  restrictions  and
controls. Compliance with the Code of Ethics is carefully monitored and enforced
by the Manager.

     The Code of Ethics is an exhibit to the Funds' registration statement filed
with the  Securities  and Exchange  Commission and can be reviewed and copied at
the SEC's Public Reference Room in Washington,  D.C. You can obtain  information
about the hours of operation of the Public  Reference Room by calling the SEC at
1.202.942.8090.  The Code of Ethics  can also be  viewed  as part of the  Funds'
registration statement on the SEC's EDGAR database at the SEC's Internet website
at  www.sec.gov.  Copies may be  obtained,  after paying a  duplicating  fee, by
electronic  request at the following  E-mail address:  publicinfo@sec.gov  or by
writing to the SEC's Public Reference Section, Washington, D.C. 20549-0102.

     The  Investment  Advisory  Agreements.   The  Manager  provides  investment
advisory  and  management  services  to each Fund under an  investment  advisory
agreement  between the Manager and the Trust for each Fund. The Manager  selects
securities for the Funds' portfolios and handles their day-to-day business.  The
portfolio  managers of the Funds are employed by the Manager and are the persons
who are  principally  responsible  for the  day-to-day  management of the Funds'
portfolios.  Other members of the Manager's Teams provide the portfolio managers
with  counsel  and  support  in  managing  the  Funds'  portfolios.  For  Global
Securities  Fund/VA,  this includes George Evans and Frank Jennings.  Similarly,
other members of the Manager's Fixed Income Portfolio  Department,  particularly
portfolio analysts, traders and other portfolio managers having broad experience
with domestic and international government and fixed-income securities,  provide
the portfolio  managers of the High Income  Fund/VA,  Bond Fund/VA and Strategic
Bond Fund/VA with support in managing the portfolios of those Funds.


     The agreements  require the Manager,  at its expense,  to provide the Funds
with  adequate  office space,  facilities  and  equipment.  It also requires the
Manager to provide  and  supervise  the  activities  of all  administrative  and
clerical personnel  required to provide effective  administration for the Funds.
Those  responsibilities  include the compilation and maintenance of records with
respect to operations,  the  preparation  and filing of specified  reports,  and
composition of proxy materials and registration statements for continuous public
sale of shares of the Funds.

     The Funds pay  expenses  not  expressly  assumed by the  Manager  under the
agreements, or by the Distributor under the General Distributor's Agreements for
Service  shares.  The advisory  agreement lists examples of expenses paid by the
Funds. The major categories relate to interest,  taxes,  brokerage  commissions,
fees to certain Trustees, legal and audit expenses, custodian and transfer agent
expenses,                  share                 issuance                 costs,
- ----------------------------------------------------------------------------
certain printing and registration  costs and non-recurring  expenses,  including
litigation  costs.  The  management  fees paid by the Funds to the  Manager  are
calculated at the rates  described in the  Prospectus,  which are applied to the
assets of each Fund as a whole. Prior to May 1, 1999, the advisory agreement for
Aggressive  Growth  Fund/VA did not  include a  breakpoint  above $800  million.
Whenever more than one class of shares is issued, the fees are allocated to each
class of shares  based  upon the  relative  proportion  of a Fund's  net  assets
represented by that class.

     The  Agreements  contain no expense  limitation.  However,  the Manager has
undertaken to voluntarily  reduce the  management  fee of Oppenheimer  Strategic
Bond Fund/VA,  commencing  January 1, 2002, if the relative  performance of that
Fund is at or below the following criteria. If the trailing 12-month performance
of  Oppenheimer  Strategic  Bond Fund/VA at the end of any  calendar  quarter is
ranked by Lipper, Inc. ("Lipper") in the fifth quintile of the Lipper peer group
for that Fund  (funds  dedicated  to  variable  insurance  products  in Lipper's
general bond funds  category),  the Manager  undertakes to reduce the management
fee  for  that  Fund by  0.10%,  and  for  each  quarter  thereafter  until  its
performance  improves,  and if  Oppenheimer  Strategic Bond Fund/VA is ranked by
Lipper in the fourth  quintile of that peer group,  the  Manager  undertakes  to
reduce the management fee by 0.05% for the following fiscal quarter and for each
quarter thereafter until its performance improves. This management fee waiver is
voluntary  and may be  terminated  by the Manager at any time,  without  advance
notice.  If the Fund's  performance  is ranked in the third  quintile,  the full
management fee is charged.  If the performance  again declines,  the same waiver
applies again.


 Management Fees for the Fiscal Year  Ended December 311

- ----------------------------------------------------------------------------
- -------------------------------------------------------------------

Fund                         1999          2000          2001

- -------------------------------------------------------------------
- -------------------------------------------------------------------

Aggressive Growth        $8,700,904   $18,407,015   $12,164,540
Fund/VA

- -------------------------------------------------------------------
- -------------------------------------------------------------------

Bond Fund/VA             $4,539,138   $ 4,030.064   $ 4,571,739

- -------------------------------------------------------------------
- -------------------------------------------------------------------

Capital Appreciation     $6,845,473   $12,361,613   $12,843,798
Fund/VA

- -------------------------------------------------------------------
- -------------------------------------------------------------------

Global Securities        $8,336,850   $13,531,073   $12,404,364
Fund/VA

- -------------------------------------------------------------------
- -------------------------------------------------------------------

High Income Fund/VA      $2,511,521   $ 2,436,299   $ 2,563,318

- -------------------------------------------------------------------
- -------------------------------------------------------------------

Main Street(R)Growth &    $2,864,220    $5,651,580   $ 7,073,905
Income Fund/VA

- -------------------------------------------------------------------
- -------------------------------------------------------------------

Main Street(R)Small Cap     $20,4142       $94,162      $114,814
Fund/VA

- -------------------------------------------------------------------
- -------------------------------------------------------------------

Money Fund/VA              $749,665      $920,505     $ 1,294,520

- -------------------------------------------------------------------
- -------------------------------------------------------------------

Multiple Strategies       $4,271,966    $4,090,208    $ 4,312,500
Fund/VA

- -------------------------------------------------------------------
- -------------------------------------------------------------------

Strategic Bond Fund/VA    $2,066,323    $2,147,021    $ 2,440,218

- -------------------------------------------------------------------

1.    Shares of Value Fund/VA were not offered for sale during the periods
   shown.

The Manager voluntarily reimbursed certain expenses other than management
   fees during the periods shown.

    The investment advisory agreements state that in the absence of willful
misfeasance, bad faith, gross negligence in the performance of its duties or
reckless disregard of its obligations and duties under the investment
advisory agreement, the Manager is not liable for any loss resulting from a
good faith error or omission on its part with respect to any of its duties
under the agreement.


    The agreements permit the Manager to act as investment advisor for any
other person, firm or corporation and to use the name "Oppenheimer" in
connection with other investment companies for which it may act as investment
advisor or general distributor. If the Manager shall no longer act as
investment advisor to a Fund, the Manager may withdraw the right of that Fund
to use the name "Oppenheimer" as part of its name.

      Annual Approval of Investment Advisory Agreements. Each year, the Board
of Trustees, including a majority of the Independent Trustees, is required to
approve the renewal of the investment advisory agreement for each Fund. The
Investment Company Act requires that the Board request and evaluate and the
Manager provide such information as may be reasonably necessary to evaluate
the terms of the investment advisory agreement.  The Board employs an
independent consultant to prepare a report that provides such information as
the Board requests for this purpose.


      The Board also receives information about the 12b-1 distribution fees
the Funds pay with respect to Service shares.  These distribution fees are
reviewed and approved at a different time of the year.

      The Board reviewed the foregoing information in arriving at its decision
to renew the investment advisory agreement.  Among other factors, the Board
considered:
o     The nature, cost, and quality of the services provided to the Funds and
           their shareholders;
o     The profitability of the Funds to the Manager;
o     The investment performance of the Funds in comparison to regular market
           indices
o     Economies of scale that may be available to the Funds from the Manager;
o     Fees paid by other mutual funds for similar services;
o     The value and quality of any other benefits or services received by the
           Funds from their relationship with the Manager, and
o     The direct and indirect benefits the Manager received from its
           relationship with the Funds.  These included services provided by
           the Distributor and the Transfer Agent, and brokerage and soft
           dollar arrangements permissible under Section 28(e) of the
           Securities Exchange Act.

      The Board considered that the Manager must be able to pay and retain
high quality personnel at competitive rates to provide services to the
Funds.  The Board also considered that maintaining the financial viability of
the Manager is important so that the Manager will be able to continue to
provide quality services to the Funds and their shareholders in adverse
times.  The Board also considered the investment performance of other mutual
funds advised by the Manager. The Board is aware that there are alternatives
to the use of the Manager.

      These matters were also considered by the Independent Trustees, meeting
separately from the full Board with experienced Counsel to the Fund who
assisted the Board in its deliberations.  The Funds' Counsel is independent
of the Manager within the meaning and intent of the SEC Rules regarding the
independence of counsel.


      In arriving at a decision, the Board did not single out any one factor
or group of factors as being more important than other factors, but
considered all factors together.  The Board judged the terms and conditions
of the investment advisory agreements, including the investment advisory
fees, in light of all of the surrounding circumstances.

      On January 3, 2002, the Board approved a fee waiver for Oppenheimer
Strategic Bond Fund/VA as follows: The Manager will reduce the management fee
by 0.10% as long as the Fund's trailing 12-month performance at the end of
the quarter is in the fifth Lipper peer-group quintile; and by 0.05% as long
as it is in the fourth quintile. If the Fund emerges from a "penalty box"
position for a quarter but then slips back in the next quarter, the Manager
will reinstate the waiver.  The waiver is voluntary and may be terminated by
the Manager at any time.


Brokerage Policies of the Funds


Brokerage Provisions of the Investment Advisory Agreements.  One of the
duties of the Manager under the investment advisory agreements is to arrange
the portfolio transactions for the Funds.  The advisory agreements contain
provisions relating to the employment of broker-dealers to effect the Funds'
portfolio transactions.  The Manager is authorized by the advisory agreements
to employ broker-dealers, including "affiliated" brokers, as that term is
defined in the Investment Company Act. The Manager may employ broker-dealers
that the Manager thinks, in its best judgment based on all relevant factors,
will implement the policy of the Funds to obtain, at reasonable expense, the
"best execution" of the Funds' portfolio transactions. "Best execution" means
prompt and reliable execution at the most favorable price obtainable. The
Manager need not seek competitive commission bidding. However, it is expected
to be aware of the current rates of eligible brokers and to minimize the
commissions paid to the extent consistent with the interests and policies of
the Funds as established by its Board of Trustees.

      Under the investment advisory agreements, the Manager may select brokers
(other than affiliates) that provide brokerage and/or research services for
the Funds and/or the other accounts over which the Manager or its affiliates
have investment discretion.  The commissions paid to such brokers may be
higher than another qualified broker would charge, if the Manager makes a
good faith determination that the commission is fair and reasonable in
relation to the services provided. Subject to those considerations, as a
factor in selecting brokers for the Funds' portfolio transactions, the
Manager may also consider sales of shares of the Funds and other investment
companies for which the Manager or an affiliate serves as investment advisor.


Brokerage Practices Followed by the Manager.  The Manager allocates brokerage
for the Funds subject to the provisions of the investment advisory agreements
and the procedures and rules described above. Generally, the Manager's
portfolio traders allocate brokerage based upon recommendations from the
Manager's portfolio managers.  In certain instances, portfolio managers may
directly place trades and allocate brokerage. In either case, the Manager's
executive officers supervise the allocation of brokerage.

    Transactions in securities other than those for which an exchange is the
primary market are generally done with principals or market makers.  In
transactions on foreign exchanges, the Funds may be required to pay fixed
brokerage commissions and therefore would not have the benefit of negotiated
commissions available in U.S. markets.  Brokerage commissions are paid
primarily for transactions in listed securities or for certain fixed-income
agency transactions in the secondary market.  Otherwise brokerage commissions
are paid only if it appears likely that a better price or execution can be
obtained by doing so.  In an option transaction, the Funds ordinarily use the
same broker for the purchase or sale of the option and any transaction in the
securities to which the option relates.

    Other funds advised by the Manager have investment policies similar to
those of the Funds. Those other funds may purchase or sell the same
securities as the Funds at the same time as the Funds, which could affect the
supply and price of the securities. If two or more funds advised by the
Manager purchase the same security on the same day from the same dealer, the
transactions under those combined orders are averaged as to price and
allocated in accordance with the purchase or sale orders actually placed for
each account.

    Most purchases of debt obligations are principal transactions at net
prices.  This affects a substantial portion of the portfolio transactions of
Money Fund/VA, High Income Fund/VA, Bond Fund/VA and Strategic Bond Fund/VA.
Instead of using a broker for those transactions, the Funds normally deal
directly with the selling or purchasing principal or market maker unless the
Manager determines that a better price or execution can be obtained by using
the services of a broker.  Purchases of portfolio securities from
underwriters include a commission or concession paid by the issuer to the
underwriter.  Purchases from dealers include a spread between the bid and
asked prices. The Funds seek to obtain prompt execution of these orders at
the most favorable net price.

    The investment advisory agreements permit the Manager to allocate
brokerage for research services.  The research services provided by a
particular broker may be useful only to one or more of the advisory accounts
of the Manager and its affiliates.  The investment research received for the
commissions of those other accounts may be useful both to one of the Funds
and one or more of the Manager's other accounts.  Investment research may be
supplied to the Manager by a third party at the instance of a broker through
which trades are placed.

    Investment research services include information and analysis on
particular companies and industries as well as market or economic trends and
portfolio strategy, market quotations for portfolio evaluations, information
systems, computer hardware and similar products and services.  If a research
service also assists the Manager in a non-research capacity (such as
bookkeeping or other administrative functions), then only the percentage or
component that provides assistance to the Manager in the investment
decision-making process may be paid in commission dollars.

    The Board of Trustees permits the Manager to use stated commissions on
secondary fixed-income agency trades to obtain research if the broker
represents to the Manager that: (i) the trade is not from or for the broker's
own inventory, (ii) the trade was executed by the broker on an agency basis
at the stated commission, and (iii) the trade is not a riskless principal
transaction.  The Board of Trustees permits the Manager to use concessions on
fixed-price offerings to obtain research, in the same manner as is permitted
for agency transactions.

    The research services provided by brokers broaden the scope and supplement
the research activities of the Manager.  That research provides additional
views and comparisons for consideration, and helps the Manager to obtain
market information for the valuation of securities that are either held in
the Fund's portfolio or are being considered for purchase.  The Manager
provides information to the Board about the commissions paid to brokers
furnishing such services, together with the Manager's representation that the
amount of such commissions was reasonably related to the value or benefit of
such services.


    The (i) total brokerage commissions paid by the Funds (other than Money
Fund/VA, which paid no brokerage commissions and the Value Fund/VA, which did
not offer shares during the periods shown), not including spreads or
concessions on principal transactions on a net trade basis, for the Funds'
fiscal year ended December 31, 1999, 2000 and 2001; and (ii) for the Funds'
fiscal year ended December 31, 2001, the amount of transactions directed to
brokers for research services, and the amount of the commissions paid to
broker-dealers for those services, is shown in the chart below:







- ----------------------------------------------------------------------

                                               TransactionCommissions
                 Total Brokerage Commissions   Directed   Paid
                     Paid by the Funds1        for        For
                                               Research2  Research2

- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Fund             1999      2000        2001       2001       2001
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
High Income
Fund/VA        $ 12,736 $7,335      $8,024     $ 0        $0
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Bond Fund/VA   $        $248,630    $759,725   $ 0        $0
               294,377
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Strategic
Bond           $37,4597 $50.611     $38,184    $ 0        $0
Fund/VA
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Aggressive
Growth         $1,260,96$523,144    $2,943,962 $1,085,289 $890,652,315
Fund/VA
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Capital
Appreciation   $1,229,87$1,473,398  $2,151,288 $779,543,16$1,099,399
Fund/VA
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------

Main   Street(R)
Small           $4,819  $16,832     $73,472    $588,128   $1,470
Cap Fund/VA

- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Global
Securities     $3,026,31$3,787,676  $2,591,256 $117,399,56$240,757
Fund/VA
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Multiple
Strategies     $        $666,958    $565,744   $23,333,181$45,774
Fund/VA        269,657
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------

Main   Street(R)
Growth         $        $1,278,160  $1,563,519 $406,809,55$ 507,121
& Income       458,120
Fund/VA

- ----------------------------------------------------------------------
- ------------

1.    Shares of Value Fund/VA were not offered for sale during the periods
   shown in the chart.

The amount of  transactions  directed to brokers for research  services and the
   amount of the  commissions  paid to brokers for those  services are shown in
   these columns.

Distribution and Service Plans (Service Shares Only)


The Distributor. Under its General Distributor's Agreements with the Funds,
OppenheimerFunds Distributor, Inc. will only act as the principal underwriter
of the Funds' Service shares.


      Each Fund has adopted a Distribution and Service Plan (the "Plan") for
its Service shares under Rule 12b-1 of the Investment Company Act, pursuant
to which each Fund will make payments to the Distributor in connection with
the distribution and/or servicing of Service shares. The Distributor will pay
insurance company separate account sponsors and other entities that offer
and/or provide services to Service shares, as described in the Prospectus.
Each Plan has been approved by a vote of (i) the Board of Trustees of the
Trust, including a majority of the Independent Trustees, cast in person at a
meeting called for the purpose of voting on that Plan, and (ii) the Manager
as the then-sole initial holder of such shares.

      Under the Plans, no payment will be made to any insurance company
separate account sponsor or affiliate thereof under a Fund's Plan (each is
referred to as a "Recipient") in any quarter if the aggregate net assets of a
Fund's Service shares held by the Recipient for itself and its customers did
not exceed a minimum amount, if any, that may be determined from time to time
by a majority of the Trust's Independent Trustees. Although the Plans provide
for a fee of 0.25% of average annual net assets, the Board of Trustees had
set the fee at 0.15% of average annual net assets prior to May 1, 2002 (when
that rate increased to 0.25% for all series except Money Fund). The Board has
set no minimum asset amount.  For the fiscal year ended December 31, 2001,
all payments made under the Service Class Plan were paid by the Funds'
distributor, to Recipients (including recipients affiliated with the Manager).

      Those Service class payments during the fiscal year ended December 31,
2001, for all Funds having Service class shares outstanding as of that date,
were as follows:

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                        Service Plan Payments
         Fund                  by OFDI

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Oppenheimer High                  $1
Income Fund/VA Service
Shares

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Oppenheimer Strategic             $2
Bond Fund/VA Service
Shares

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Oppenheimer Aggressive           $46
Growth Fund/VA Service
Shares

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Oppenheimer Capital               $6
Appreciation Fund/VA
Service Shares

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Oppenheimer Main                 $17
Street(R)Small Cap
Fund/VA Service Shares

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Oppenheimer Global             $12,673
Securities Fund/VA
Service Shares

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Oppenheimer Main               $15,379
Street(R)Growth &
Income Fund/VA Service
Shares

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      Under the Plans, the Manager and the Distributor may make payments to
affiliates and, in their sole discretion, from time to time may use their own
resources (which, as to the Manager, may include profits derived from the
advisory fee it receives from each respective Fund) to make payments to
Recipients for distribution and administrative services they perform.  The
Distributor and the Manager may, in their sole discretion, increase or
decrease the amount of distribution assistance payments they make to
Recipients from their own assets.


      Unless terminated as described below, each Plan continues in effect from
year to year but only as long as such continuance is specifically approved at
least annually by the Trust's Board of Trustees and its Independent Trustees
by a vote cast in person at a meeting called for the purpose of voting on
such continuance.  Any Plan may be terminated at any time by the vote of a
majority of the Independent Trustees or by the vote of the holders of a
"majority" (as defined in the Investment Company Act) of the outstanding
Service shares.  For purposes of voting with respect to the Plans, Account
owners are considered to be shareholders of a Fund's shares. No Plan may be
amended to increase materially the amount of payments to be made unless such
amendment is approved by Account owners of the class affected by the
amendment.  All material amendments must be approved by the Board and a
majority of the Independent Trustees.


      While the plans are in effect and Service shares are outstanding, the
Treasurer of the Trust must provide separate written reports to the Trust's
Board of Trustees at least quarterly describing the amount of payments and
the purpose of the payment made pursuant to each Plan. These reports are
subject to the review and approval of the Independent Trustees.

Performance of the Funds


Explanation of Performance Terminology.  The Funds use a variety of terms to
illustrate their investment performance. Those terms include "cumulative
total return," "average annual total return," "average annual total return at
net asset value" and "total return at net asset value." An explanation of how
total returns are calculated is set forth below.  The charts below show the
Funds' performance as of the Funds' most recent fiscal year end. You can
obtain current performance information by following the instructions in the
prospectus for your insurance product, or by calling the Funds' Transfer
Agent at 1.800.981.2871.

      The Funds' illustrations of their performance data in advertisements
must comply with rules of the Securities and Exchange Commission. Those rules
describe the types of performance data that may be used and how it is to be
calculated. In general, any advertisement by a Fund of its performance data
must include the average annual total returns for the advertised class of
shares of that Fund. Those returns must be shown for the 1, 5 and 10-year
periods (or the life of the class, if less) ending as of the most recently
ended calendar quarter prior to the publication of the advertisement (or its
submission for publication).

      Performance information for Service shares is not shown for the
following Funds because no shares of those Funds were offered prior to
December 31, 2001: Bond Fund/VA and Multiple Strategies Fund/VA. Because
Service shares are subject to an additional fee, the performance is expected
to be lower for any given period.  Performance information is not shown for
Value Fund/VA because shares of the Fund were not offered for sale during the
periods shown.

      Use of standardized performance calculations enables an investor to
compare the Funds' performance to the performance of other funds for the same
periods.  However, a number of factors should be considered before using the
Funds' performance information as a basis for comparison with other
investments:


      Total returns measure the performance of a hypothetical account in a
        Fund over various periods and do not show the performance of each
        shareholder's account. Your account's performance will vary from the
        model performance data if you buy or sell shares during the period, or
        you bought your shares at a different time and price than the shares
        used in the model.

      The Fund's performance does not reflect the charges deducted from an
        investor's separate account by the insurance company or other sponsor
        of that separate account, which vary from product to product.  If
        these charges were deducted, performance will be lower than as
        described in the Fund's Prospectus and Statement of Additional
        Information.  In addition, the separate accounts may have inception
        dates different from those of the Funds. The sponsor for your
        insurance product can provide performance information that reflects
        those charges and inception dates.

      An investment in the Fund is not insured by the FDIC or any other
        government agency.

      The Funds' performance returns do not reflect the effect of taxes on
        dividends and capital gains distributions.
      The principal value of the Funds' shares and total returns are not
        guaranteed and normally will fluctuate on a daily basis.

      When an investor's shares are redeemed, they may be worth more or less
        than their original cost.
      The preceding two statements do not apply to Money Fund/VA, which seeks
        to maintain a stable net asset value of $1.00 per share. There can be
        no assurance that Money Fund/VA will be able to do so.

      Total returns for any given past period represent historical performance
        information and are not, and should not be considered, a prediction of
        future returns.  The Funds' total returns should not be expected to be
        the same as the returns of other Oppenheimer funds, whether or not
        such other funds have the same portfolio managers and/or similar names.

      The Funds' total returns are affected by market conditions, the quality
of that Funds' investments, the maturity of debt investments, the types of
investments that Fund holds, and its operating expenses.

      |X| Total Return Information.  There are different types of "total
returns" to measure the Funds' performance.  Total return is the change in
value of a hypothetical investment in a Fund over a given period, assuming
that all dividends and capital gains distributions are reinvested in
additional shares and that the investment is redeemed at the end of the
period.  The cumulative total return measures the change in value over the
entire period (for example, ten years).  An average annual total return shows
the average rate of return for each year in a period that would produce the
cumulative total return over the entire period.  However, average annual
total returns do not show actual year-by-year performance.  The Funds use
standardized calculations for its total returns as prescribed by the SEC.
The methodology is discussed below.


           |_| Average Annual Total Return.  The "average annual total return"
of each class is an average annual compounded rate of return for each year in
a specified number of years.  It is the rate of return based on the change in
value of a hypothetical initial investment of $1,000 ("P" in the formula
below) held for a number of years ("n" in the formula) to achieve an Ending
Redeemable Value ("ERV" in the formula) of that investment, according to the
following formula:


                                 ERV -1 = AVERAGE ANNUAL TOTAL RETURN
                              ---------
                                  P


      |_| Cumulative Total Return.  The "cumulative total return" calculation
measures the change in value of a hypothetical investment of $1,000 over an
entire period of years.  Its calculation uses some of the same factors as
average annual total return, but it does not average the rate of return on an
annual basis.  Cumulative total return is determined as follows:


                               ERV - P = TOTAL RETURN
                              ---------
                                  P

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The Funds' Total Returns for the Periods Ended 12/31/01


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     Fund and        1 Year   5 Years  10
  Class/Inception   (or       (or       Years
       Date         life-of-cllife-of-c(ors)
                                       life-of-class)

- -----------------------------------------------------------------
- -----------------------------------------------------------------
High Income             1.97%          2.87%          8.71%
Fund/VA (4/3/86)
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Service Shares:       1.67%     N/A      N/A
High Income Fund/VA
(9/18/01)

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Bond Fund/VA          7.79%    5.62%    6.64%
(4/3/85)

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Aggressive Growth      -31.27%         7.05%          11.76%
Fund/VA (8/15/86)
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- -----------------------------------------------------------------
Service Shares:
Aggressive Growth      -31.31%        -43.90%          N/A
Fund/VA (10/16/00)
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- -----------------------------------------------------------------

Capital              -12.58%   14.18%  15.21%
Appreciation
Fund/VA (4/3/85)

- -----------------------------------------------------------------
- -----------------------------------------------------------------
Service Shares:
Capital
Appreciation         15.51%     N/A      N/A
Fund/VA
(9/18/01)
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- -----------------------------------------------------------------
Multiple
Strategies Fund/VA    2.22%    8.74%   10.20%
(2/9/87)
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Global Securities    -12.04%   15.40%  13.91%
Fund/VA (11/12/90)
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Service Shares:      -12.17%  -13.02%    N/A
Global Securities
Fund/VA (10/16/00)

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- -----------------------------------------------------------------
Strategic Bond        4.85%    4.36%    5.61%
Fund/VA (5/3/93)
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- -----------------------------------------------------------------
Service Shares:
Strategic Bond
Fund/VA               1.94%     N/A      N/A
(3/19/01)
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- -----------------------------------------------------------------

Main Street(R)       -10.16%   6.71%   13.67%
Growth &
Income Fund/VA
(7/5/95)

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- -----------------------------------------------------------------

Service Shares:      -10.27%  -14.62%    N/A
Main Street(R)
Growth & Income
Fund/VA (7/13/00)

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Main Street(R)Small   -0.36%    3.76%     n/a
Cap Fund/VA
(5/1/98)

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Service Shares:       4.15%     N/A      N/A
Main Street(R)Small
Cap Fund/VA
(7/16/01)

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Money Fund/VA         3.85%    5.12%    4.77%
(4/3/85)

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(1)   For  Service  shares,  performance  would  have  been  lower if the 0.10%
   increase  in the  service fee for that  class,  effective  May 1, 2002,  had
   occurred  during  the  period  shown.  For  service  shares  of  Oppenheimer
   Aggressive  Growth  Fund/VA,  performance  would  have been less if  service
   fees had been charged during 2000.  Cumulative  total return for a period of
   less than one year is not annualized.

      |_|  Standardized Yield.  The "standardized yield" (sometimes referred
to just as "yield") is shown for a stated 30-day period.  It is not based on
actual distributions paid by the Fixed Income Funds to shareholders in the
30-day period, but is a hypothetical yield based upon the net investment
income from the Fund's portfolio investments for that period.  It may
therefore differ from the "dividend yield" for the same class of shares,
described below.

     Standardized yield is calculated using the following formula set forth
in rules adopted by the Securities and Exchange Commission, designed to
assure uniformity in the way that all funds calculate their yields:


                               STANDARDIZED YIELD = 2 (A - B + 1) - 1
                                                      -------
                                                        CD

      The symbols above represent the following factors:

      a =dividends and interest earned during the 30-day period.
      b =expenses accrued for the period (net of any expense assumptions).
      c =the average  daily number of shares of that class  outstanding  during
         the 30-day period that were entitled to receive dividends.
      d =the maximum  offering price per share of that class on the last day of
         the period, adjusted for undistributed net investment income.

      The standardized yield for a particular 30-day period may differ from
the yield for other periods.  The SEC formula assumes that the standardized
yield for a 30-day period occurs at a constant rate for a six-month period
and is annualized at the end of the six-month period.  Additionally, because
each class of shares is subject to different expenses, it is likely that the
standardized yields of the Fund's classes of shares will differ for any
30-day period.

           |_|  Dividend Yield.  The Fixed Income Funds may quote a "dividend
yield" for each class of its shares.  Dividend yield is based on the
dividends paid on a class of shares during the actual dividend period.  To
calculate dividend yield, the dividends of a class declared during a stated
period are added together, and the sum is multiplied by 12 (to annualize the
yield) and divided by the maximum offering price on the last day of the
dividend period.  Because the Fixed Income Funds pay their annual dividend in
March of each year, dividend yield is shown for the 30 days ended March 31,
2001.  The formula is shown below:

Dividend Yield = Distribution Paid / No. of Days in the Period x No. of Days
                -------------------------------------------------------------
in the Calendar Year
- --------------------
                     Maximum Offering Price (payment date)


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                          Standardized Yield     Dividend Yield for
         Fund           for the 30-Day Period    the 30-Day Period
                            Ended 12/31/01             Ended
                                                      3/31/02

- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
High Income Fund/VA             11.36%                 10.99%
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Bond Fund/VA                    11.42%                  8.06%
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Strategic Bond Fund/VA          8.87%                  8.62%
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      |_|            Money Fund/VA Yields.  The current yield for Money
Fund/VA is calculated for a seven-day period of time as follows.  First, a
base period return is calculated for the seven-day period by determining the
net change in the value of a hypothetical pre-existing account having one
share at the beginning of the seven-day period.  The change includes
dividends declared on the original share and dividends declared on any shares
purchased with dividends on that share, but such dividends are adjusted to
exclude any realized or unrealized capital gains or losses affecting the
dividends declared.  Next, the base period return is multiplied by 365/7 to
obtain the current yield to the nearest hundredth of one percent.

      The compounded effective yield for a seven-day period is calculated by
      (1) adding 1 to the base period return (obtained as described above),
      (2) raising the sum to a power equal to 365 divided by 7, and
      (3) subtracting 1 from the result.

      The yield as calculated above may vary for accounts less than
approximately $100 in value due to the effect of rounding off each daily
dividend to the nearest full cent.  The calculation of yield under either
procedure described above does not take into consideration any realized or
unrealized gains or losses on the Fund's portfolio securities which may
affect dividends.  Therefore, the return on dividends declared during a
period may not be the same on an annualized basis as the yield for that
period.

Other Performance Comparisons.  The Funds may compare their performance
annually to that of an appropriate broadly-based market index in its Annual
Report to shareholders. You can obtain that information by contacting the
Transfer Agent at the addresses or telephone numbers shown on the cover of
this Statement of Additional Information.  The Funds may also compare their
performance to that of other investments, including other mutual funds, or
use rankings of its performance by independent ranking entities.  Examples of
these performance comparisons are set forth below.

      |X| Lipper Rankings. From time to time the Funds may publish the
rankings of their performance by Lipper, Inc. Lipper is a widely-recognized
independent mutual fund monitoring service.  Lipper monitors the performance
of regulated investment companies, including the Funds, and ranks their
performance for various periods in categories based on investment styles.
The Lipper performance rankings are based on total returns that include the
reinvestment of capital gain distributions and income dividends but do not
take sales charges or taxes into consideration.  Lipper also publishes
"peer-group" indices of the performance of all mutual funds in a category that
it monitors and averages of the performance of the funds in particular
categories.


      |X| Morningstar Ratings and Rankings.  From time to time the star rating
and ranking of the performance of separate accounts that hold Fund shares
will be determined by Morningstar, Inc. an independent mutual fund monitoring
service.  Morningstar rates and ranks separate accounts that hold mutual
funds in broad investment categories.  The results may be published by or for
the Funds or the separate account sponsors.

      Morningstar proprietary star rankings reflect historical risk-adjusted
total investment return. For each fund with at least a three-year history,
Morningstar calculates a Morningstar Rating(TM)based on a Morningstar
Risk-Adjusted Return measure that accounts for variation in a fund's monthly
performance (including the effects of sales charges, loads, and redemption
fees), placing more emphasis on downward variations and rewarding consistent
performance.   The top 10% of funds in each category receive 5 stars, the
next 22.5% receive 4 stars, the next 35% receive 3 stars, the next 22.5%
receive 2 stars, and the bottom 10% receive 1 star.  (Each share class is
counted as a fraction of one fund within this scale and rated separately,
which may cause slight variations in the distribution percentages.) The
Overall Morningstar Rating for a fund is derived from a weighted average of
the performance figures associated with its three-, five-and ten-year (if
applicable) Morningstar Rating metrics.


      The total return rating of a separate account holding shares of a Fund
may also be compared to that of other separate accounts in its Morningstar
category, in addition to its star ratings.  Those total return ratings are
percentages from one percent to one hundred percent and are not risk
adjusted.  For example, if a separate account is in the 94th percentile, that
means that 94% of the separate accounts in the same category performed better
than it did.


      |X| Performance Rankings and Comparisons by Other Entities and
Publications.  From time to time the Funds may include in advertisements and
sales literature performance information about the Funds cited in newspapers
and other periodicals such as The New York Times, The Wall Street Journal,
Barron's, or similar publications. That information may include performance
quotations from other sources, including Lipper and Morningstar.  The Funds'
performance may be compared in publications to the performance of various
market indices or other investments, and averages, performance rankings or
other benchmarks prepared by recognized mutual fund statistical services.

      Investors may also wish to compare the returns on the Funds' shares to
the return on fixed-income investments available from banks and thrift
institutions.  Those include certificates of deposit, ordinary
interest-paying checking and savings accounts, and other forms of fixed or
variable time deposits, and various other instruments such as Treasury
bills.  However, the Funds' returns and share price are not guaranteed or
insured by the FDIC or any other agency and will
fluctuate daily, while bank depository obligations may be insured by the FDIC
and may provide fixed rates of return. Repayment of principal and payment of
interest on Treasury securities is backed by the full faith and credit of the
U.S. government.


      From time to time, the Funds may publish rankings or ratings of the
Manager other than performance rankings of the Oppenheimer funds themselves.
Those ratings or rankings by third parties may include comparisons of their
services to those provided by other mutual fund families selected by the
rating or ranking services.  They may be based upon the opinions of the
rating or ranking service itself, using its research or judgment, or based
upon surveys of investors, brokers, insurance sponsors, shareholders or
others.

      From time to time the Funds may include in advertisements and sales
literature the total return performance of a hypothetical investment account
that includes shares of one or more of the Funds. The combined account may be
part of an illustration of an asset allocation model or similar
presentation.  The account information may combine total return performance
of the Funds included in the account.  Additionally, from time to time,
advertisements and sales literature may include, for illustrative or
comparative purposes, statistical data or other information about general or
specific market and economic conditions.  That may include, for example,

o     information about the performance of certain securities or commodities
   markets or segments of those markets,
o     information about the performance of the economies of particular
   countries or regions,
o     the earnings of companies included in segments of particular industries,
   sectors, securities markets, countries or regions,
o     the availability of different types of securities or offerings of
   securities,
o     information relating to the gross national or gross domestic product of
   the United States or other countries or regions,
o     comparisons of various market sectors or indices to demonstrate
   performance, risk, or other characteristics of the Funds.

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ABOUT YOUR ACCOUNT
- -------------------------------------------------------------------------------

How to Buy and Sell Shares

      Shares of the Funds are sold to provide benefits under variable life
insurance policies and variable annuity and other insurance company separate
accounts, as explained in the Prospectuses for the Funds and for the
insurance product you have selected. Therefore, instructions from an investor
to buy or sell shares of the Funds should be directed to the insurance
sponsor for the investor's separate account, or that insurance sponsor's
agent.


      |X| Allocation of Expenses. The Funds pay expenses related to its daily
operations, such as custodian bank fees, certain Trustees' fees, transfer
agency fees, legal fees and auditing costs.  Those expenses are paid out of
the Fund's assets and are  not paid directly by shareholders.  However, those
expenses reduce the net asset value of shares, and therefore are indirectly
borne by shareholders through their investment.

      For any Fund that has two classes of shares outstanding, the methodology
for calculating the net asset value, dividends and distributions of the
Fund's share classes recognizes two types of expenses.  General expenses that
do not pertain specifically to any one class are allocated pro rata to the
shares of all classes.  The allocation is based on the percentage of the
Fund's total assets that is represented by the assets of each class, and then
equally to each outstanding share within a given class.  Such general
expenses include management fees, legal, bookkeeping and audit fees, printing
and mailing costs of shareholder reports, Prospectuses, Statements of
Additional Information and other materials for current shareholders, fees to
unaffiliated Trustees, custodian bank expenses, share issuance costs,
organization and start-up costs, interest, taxes and brokerage commissions,
and non-recurring expenses, such as litigation costs.

      Other expenses that are directly attributable to a particular class are
allocated equally to each outstanding share within that class.  Examples of
such expenses include 12b-1 distribution and service fees of Service shares,
transfer and shareholder servicing agent fees and expenses, and shareholder
meeting expenses (to the extent that such expenses pertain only to a specific
class).

Determination of Net Asset Values Per Share.  The net asset values per share
of each class of shares of the Funds are determined as of the close of
business of The New York Stock Exchange on each day that the Exchange is
open.  The calculation is done by dividing the value of the Fund's net assets
attributable to a class by the number of shares of that class that are
outstanding.  The Exchange normally closes at 4:00 P.M., New York time, but
may close earlier on some other days (for example, in case of weather
emergencies or on days falling before a holiday).  The Exchange's most recent
annual announcement (which is subject to change) states that it will close on
New Year's Day, Presidents' Day, Martin Luther King, Jr. Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas
Day.  It may also close on other days.


      Dealers other than Exchange members may conduct trading in certain
securities on days on which the Exchange is closed (including weekends and
U.S. holidays) or after 4:00 P.M. on a regular business day.  The Funds' net
asset values will not be calculated on those days, and the values of some of
the Fund's portfolio securities may change significantly on those days, when
shareholders may not purchase or redeem shares.  Additionally, trading on
European and Asian stock exchanges and over-the-counter markets normally is
completed before the close of The New York Stock Exchange.

      Changes in the values of securities traded on foreign exchanges or
markets as a result of events that occur after the prices of those securities
are determined, but before the close of The New York Stock Exchange, will not
be reflected in the Funds' calculation of their net asset values that day
unless the Board of Trustees determines that the event is likely to effect a
material change in the value of the security. The Manager may make that
determination, under procedures established by the Board.

      |X|  Securities Valuation. The Funds' Board of Trustees has established
procedures for the valuation of the Funds' securities.  In general the
procedures for all Funds other than Money Fund/VA are as follows:


      Equity securities traded on a U.S. securities exchange or on NASDAQ are
valued as follows:

1.    if last sale information is regularly reported, they are valued at the
        last reported sale price on the principal exchange on which they are
        traded or on NASDAQ, as applicable, on that day, or
2.    if last sale information is not available on a valuation date, they are
        valued at the last reported sale price preceding the valuation date if
        it is within the spread of the closing "bid" and "asked" prices on the
        valuation date or, if not, at the closing "bid" price on the valuation
        date.

      Equity securities traded on a foreign securities exchange generally are
valued in one of the following ways:

1.    at the last sale price available to the pricing service approved by the
        Board of Trustees, or
2.    at the mean between the "bid" and "asked" prices obtained from the
        principal exchange on which the security is traded or, on the basis of
        reasonable inquiry, from two market makers in the security.


      Long-term debt securities having a remaining maturity in excess of 60
days are valued based on the mean between the "bid" and "asked" prices
determined by a portfolio pricing service approved by the Funds' Board of
Trustees or obtained by the Manager from two active market makers in the
security on the basis of reasonable inquiry.

      The following securities are valued at the mean between the "bid" and
"asked" prices determined by a pricing service approved by the Funds' Board of
Trustees or obtained by the Manager from two active market makers in the
security on the basis of reasonable inquiry:


1.    debt instruments that have a maturity of more than 397 days when issued,
2.    debt instruments that had a maturity of 397 days or less when issued and
        have a remaining maturity of more than 60 days, and
3.    non-money market debt instruments that had a maturity of 397 days or
        less when issued and which have a remaining maturity of 60 days or
        less.


      The following securities are valued at cost, adjusted for amortization
of premiums and accretion of discounts:


1.    money market debt securities held by a non-money market fund that had a
        maturity of less than 397 days when issued that have a remaining
        maturity of 60 days or less, and
2.    debt instruments held by a money market fund that have a remaining
        maturity of 397 days or less.

      Securities (including restricted securities) not having
readily-available market quotations are valued at fair value determined under
the Board's procedures.  If the Manager is unable to locate two market makers
willing to give quotes, a security may be priced at the mean between the
"bid" and "asked" prices provided by a single active market maker (which in
certain cases may be the "bid" price if no "asked" price is available).

      In the case of U.S. government securities, mortgage-backed securities,
corporate bonds and foreign government securities, when last sale information
is not generally available, the Manager may use pricing services approved by
the Board of Trustees. The pricing service may use "matrix" comparisons to
the prices for comparable instruments on the basis of quality, yield, and
maturity. Other special factors may be involved (such as the tax-exempt
status of the interest paid by municipal securities).  The Manager will
monitor the accuracy of the pricing services. That monitoring may include
comparing prices used for portfolio valuation to actual sales prices of
selected securities.

      The closing prices in the London foreign exchange market on a particular
business day that are provided to the Manager by a bank, dealer or pricing
service that the Manager has determined to be reliable are used to value
foreign currency, including forward contracts, and to convert to U.S. dollars
securities that are denominated in foreign currency.


      Puts, calls, and futures are valued at the last sale price on the
principal exchange on which they are traded or on Nasdaq, as applicable, as
determined by a pricing service approved by the Board of Trustees or by the
Manager.  If there were no sales that day, they shall be valued at the last
sale price on the preceding trading day if it is within the spread of the
closing "bid" and "asked" prices on the principal exchange or on Nasdaq on
the valuation date. If not, the value shall be the closing bid price on the
principal exchange or on Nasdaq on the valuation date.  If the put, call or
future is not traded on an exchange or on Nasdaq, it shall be valued by the
mean between "bid" and "asked" prices obtained by the Manager from two active
market makers. In certain cases that may be at the "bid" price if no "asked"
price is available.


      When a Fund writes an option, an amount equal to the premium received is
included in that Fund's Statement of Assets and Liabilities as an asset. An
equivalent credit is included in the liability section.  The credit is
adjusted ("marked-to-market") to reflect the current market value of the
option.  In determining the Fund's gain on investments, if a call or put
written by a Fund is exercised, the proceeds are increased by the premium
received.  If a call or put written by a Fund expires, that Fund has a gain
in the amount of the premium. If that Fund enters into a closing purchase
transaction, it will have a gain or loss, depending on whether the premium
received was more or less than the cost of the closing transaction.  If a
Fund exercises a put it holds, the amount that Fund receives on its sale of
the underlying investment is reduced by the amount of premium paid by the
Fund.


Money Fund/VA Net Asset Valuation Per Share.  Money Fund/VA will seek to
maintain a net asset value of $1.00 per share for purchases and redemptions.
There can be no assurance it will do so.  Money Fund/VA operates under Rule
2a-7 under which it may use the amortized cost method of valuing their
shares.  The Funds' Board of Trustees has adopted procedures for that
purpose.  The amortized cost method values a security initially at its cost
and thereafter assumes
a constant amortization of any premium or accretion of any discount,
regardless of the impact of fluctuating interest rates on the market value of
the security.  This method does not take into account unrealized capital
gains or losses.

      The Funds' Board of Trustees has established procedures intended to
stabilize Money Fund/VA's net asset value at $1.00 per share.  If Money
Fund/VA's net asset value per share were to deviate from $1.00 by more than
0.5%, Rule 2a-7 requires the Board promptly to consider what action, if any,
should be taken.  If the Trustees find that the extent of any such deviation
may result in material dilution or other unfair effects on shareholders, the
Board will take whatever steps it considers appropriate to eliminate or
reduce such dilution or unfair effects, including, without limitation,
selling portfolio securities prior to maturity, shortening the average
portfolio maturity, withholding or reducing dividends, reducing the
outstanding number of shares of that Fund without monetary consideration, or
calculating net asset value per share by using available market quotations.


      As long as Money Fund/VA uses Rule 2a-7, it must abide by certain
conditions described in the Prospectus which limit the maturity of securities
that Fund buys. Under Rule 2a-7, the maturity of an instrument is generally
considered to be its stated maturity (or in the case of an instrument called
for redemption, the date on which the redemption payment must be made), with
special exceptions for certain variable rate demand and floating rate
instruments.  Repurchase agreements and securities loan agreements are, in
general, treated as having maturity equal to the period scheduled until
repurchase or return, or if subject to demand, equal to the notice period.

      While amortized cost method provides certainty in valuation, there may
be periods during which the value of an instrument, as determined by
amortized cost, is higher or lower than the price Money Fund/VA would receive
if it sold the instrument.  During periods of declining interest rates, the
daily yield on shares of that Fund may tend to be lower (and net investment
income and daily dividends higher) than market prices or estimates of market
prices for its portfolio.  Thus, if the use of amortized cost by the funds
resulted in a lower aggregate portfolio value on a particular day, a
prospective investor in Money Fund/VA would be able to obtain a somewhat
higher yield than would result from investment in a fund utilizing solely
market values, and existing investors in that Fund would receive less
investment income than if Money Fund/VA were priced at market value.
Conversely, during periods of rising interest rates, the daily yield on
shares of that Fund will tend to be higher and its aggregate value lower than
that of a portfolio priced at market value.  A prospective investor would
receive a lower yield than from an investment in a portfolio priced at market
value, while existing investors in Money Fund/VA would receive more
investment income than if that Fund were priced at market value.

Dividends, Capital Gains and Taxes


Dividends and Distributions.  The dividends and distributions paid by a class
of shares will vary from time to time depending on market conditions, the
composition of the Funds' portfolios, and expenses borne by the Funds or
borne separately by a class (if more than one class of shares are
outstanding). Dividends are calculated in the same manner, at the same time,
and on the same
day for each class of shares. Dividends on Service shares are expected to be
lower. That is because of the effect of the additional fee on Service shares.
Those dividends will also differ in amount as a consequence of any difference
in the net asset values of the different classes of shares.

Tax Status of the Funds' Dividends and Distributions.  The federal tax
treatment of the Funds' dividends and capital gains distributions is briefly
highlighted in the Prospectus, and may also be explained in the prospectus
for the insurance product you have selected.


      The Funds intend to qualify as a "regulated investment company" under
the Internal Revenue Code (although it reserves the right not to qualify). If
the Funds qualify as  "regulated investment companies" under the Internal
Revenue Code, they will not be liable for federal income taxes on amounts
paid by it as dividends and distributions.  The Funds qualified as regulated
investment companies in its last fiscal year.  The Internal Revenue Code
contains a number of complex tests relating to qualification which the Funds
might not meet in any particular year.  If it did not so qualify, the Funds
would be treated for tax purposes as an ordinary corporation and receive no
tax deduction for payments made to shareholders.

Additional Information About the Funds


The Transfer Agent. OppenheimerFunds Services, the Fund's Transfer Agent, is
a division of the Manager.  It is responsible for maintaining the Fund's
shareholder registry and shareholder accounting records, and for paying
dividends and distributions to shareholders.  It also handles shareholder
servicing and administrative functions. It serves as the Transfer Agent for
an annual per account fee.  The Transfer Agent has voluntarily agreed to
limit transfer and shareholder servicing agent fees to 0.35% per annum of
shares of any class of any Fund, effective October 1, 2001. That undertaking
may be amended or withdrawn at any time. The Transfer Agent also acts as
shareholder servicing agent for the other Oppenheimer funds.  Shareholders
should direct inquiries about their accounts to the Transfer Agent at the
address and toll-free numbers shown on the back cover.

The Custodian Bank.  The Bank of New York is the custodian bank for the
Funds' assets.  The custodian bank's responsibilities include safeguarding and
controlling the Fund's portfolio securities and handling the delivery of such
securities to and from the Funds.  It will be the practice of the Funds to
deal with the custodian bank in a manner uninfluenced by any banking
relationship the custodian bank may have with the Manager and its
affiliates.  The Funds' cash balances with the custodian bank in excess of
$100,000 are not protected by Federal deposit insurance.  Those uninsured
balances at times may be substantial.

Independent Auditors.  Deloitte & Touche LLP are the independent auditors of
the Funds. They audit the Funds' financial statements and perform other
related audit services.  They also act as auditors for certain other funds
advised by the Manager and its affiliates and they are the auditors for the
Manager and its affiliates.

                                  Appendix A

Below are summaries of the rating definitions used by the
nationally-recognized rating agencies listed below. Those ratings represent
the opinion of the agency as to the credit quality of issues that they rate.
The summaries below are based upon publicly-available information provided by
the rating organizations.

Moody's Investors Service, Inc.
- -------------------------------------------------------------------------------

Long-Term (Taxable) Bond Ratings

Aaa: Bonds rated Aaa are judged to be the best quality. They carry the
smallest degree of investment risk.  Interest payments are protected by a
large or by an exceptionally stable margin and principal is secure.  While
the various protective elements are likely to change, the changes that can be
expected are most unlikely to impair the fundamentally strong position of
such issues.

Aa: Bonds rated Aa are judged to be of high quality by all standards.
Together with the Aaa group, they comprise what are generally known as
high-grade bonds.  They are rated lower than the best bonds because margins
of protection may not be as large as with Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other
elements present which make the long-term risks appear somewhat larger than
those of Aaa securities.

A: Bonds rated A possess many favorable investment attributes and are to be
considered as upper-medium grade obligations.  Factors giving security to
principal and interest are considered adequate but elements may be present
which suggest a susceptibility to impairment sometime in the future.

Baa: Bonds rated Baa are considered medium grade obligations; that is, they
are neither highly protected nor poorly secured.  Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any
great length of time. Such bonds lack outstanding investment characteristics
and have speculative characteristics as well.

Ba: Bonds rated Ba are judged to have speculative elements. Their future
cannot be considered well-assured.  Often the protection of interest and
principal payments may be very moderate and not well safeguarded during both
good and bad times over the future.  Uncertainty of position characterizes
bonds in this class.

B: Bonds rated B generally lack characteristics of desirable investment.
Assurance of interest and principal payments or of maintenance of other terms
of the contract over any long period of time may be small.

Caa: Bonds rated Caa are of poor standing and may be in default or there may
be present elements of danger with respect to principal or interest.

Ca: Bonds rated Ca represent obligations which are speculative in a high
degree and are often in default or have other marked shortcomings.

C:  Bonds rated C are the lowest class of rated bonds and can be regarded as
having extremely poor prospects of ever attaining any real investment
standing.

Moody's applies numerical modifiers 1, 2, and 3 in each generic rating
classification from Aa through Caa. The modifier "1" indicates that the
obligation ranks in the higher end of its category; the modifier "2"
indicates a mid-range ranking and the modifier "3" indicates a ranking in the
lower end of the category.

Short-Term Ratings - Taxable Debt

These ratings apply to the ability of issuers to repay punctually senior debt
obligations having an original maturity not exceeding one year:

Prime-1: Issuer has a superior ability for repayment of senior short-term
debt obligations.

Prime-2: Issuer has a strong ability for repayment of senior short-term debt
obligations. Earnings trends and coverage, while sound, may be subject to
variation. Capitalization characteristics, while appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.

Prime-3: Issuer has an acceptable ability for repayment of senior short-term
obligations. The effect of industry characteristics and market compositions
may be more pronounced. Variability in earnings and profitability may result
in changes in the level of debt protection measurements and may require
relatively high financial leverage. Adequate alternate liquidity is
maintained.

Not Prime: Issuer does not fall within any Prime rating category.

Standard & Poor's Corporation
- -------------------------------------------------------------------------------

Long-Term Credit Ratings

AAA: Bonds rated "AAA" have the highest rating assigned by Standard & Poor's.
The obligor's capacity to meet its financial commitment on the obligation is
extremely strong.

AA:  Bonds rated "AA" differ from the highest rated obligations only in small
degree. The obligor's capacity to meet its financial commitment on the
obligation is very strong.

A: Bonds rated "A" are somewhat more susceptible to adverse effects of
changes in circumstances and economic conditions than obligations in
higher-rated categories. However, the obligor's capacity to meet its
financial commitment on the obligation is still strong.

BBB: Bonds rated BBB exhibit adequate protection parameters. However, adverse
economic conditions or changing circumstances are more likely to lead to a
weakened capacity of the obligor to meet its financial commitment on the
obligation.

Bonds rated BB, B, CCC, CC and C are regarded as having significant
speculative characteristics. BB indicates the least degree of speculation and
C the highest. While such obligations will likely have some quality and
protective characteristics, these may be outweighed by large uncertainties or
major exposures to adverse conditions.

BB:  Bonds rated BB are less vulnerable to nonpayment than other speculative
issues. However, these face major uncertainties or exposure to adverse
business, financial, or economic conditions which could lead to the obligor's
inadequate capacity to meet its financial commitment on the obligation.

B:  A bond rated B is more vulnerable to nonpayment than an obligation rated
BB, but the obligor currently has the capacity to meet its financial
commitment on the obligation.

CCC: A bond rated CCC is currently vulnerable to nonpayment, and is dependent
upon favorable business, financial, and economic conditions for the obligor
to meet its financial commitment on the obligation. In the event of adverse
business, financial or economic conditions, the obligor is not likely to have
the capacity to meet its financial commitment on the obligation.

CC:  An obligation rated CC is currently highly vulnerable to nonpayment.

C: The C rating may used where a bankruptcy petition has been filed or
similar action has been taken, but payments on this obligation are being
continued.

D:  Bonds rated D are in default. Payments on the obligation are not being
made on the date due.

The ratings from AA to CCC may be modified by the addition of a plus (+) or
minus (-) sign to show relative standing within the major rating categories.
The "r" symbol is attached to the ratings of instruments with significant
noncredit risks.

Short-Term Issue Credit Ratings

A-1: Rated in the highest category. The obligor's capacity to meet its
financial commitment on the obligation is strong. Within this category, a
plus (+) sign designation indicates the issuer's capacity to meet its
financial obligation is very strong.

A-2:  Obligation is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than obligations in higher
rating categories. However, the obligor's capacity to meet its financial
commitment on the obligation is satisfactory.

A-3: Exhibits adequate protection parameters. However, adverse economic
conditions or changing circumstances are more likely to lead to a weakened
capacity of the obligor to meet its financial commitment on the obligation.

B:  Regarded as having significant speculative characteristics. The obligor
currently has the capacity to meet its financial commitment on the
obligation. However, it faces major ongoing uncertainties which could lead to
the obligor's inadequate capacity to meet its financial commitment on the
obligation.

C:  Currently vulnerable to nonpayment and is dependent upon favorable
business, financial, and economic conditions for the obligor to meet its
financial commitment on the obligation.

D:  In payment default. Payments on the obligation have not been made on the
due date. The rating may also be used if a bankruptcy petition has been filed
or similar actions jeopardize payments on the obligation.

Fitch
- -------------------------------------------------------------------------------

International Long-Term Credit Ratings

Investment Grade:
AAA: Highest Credit Quality. "AAA" ratings denote the lowest expectation of
credit risk. They are assigned only in the case of exceptionally strong
capacity for timely payment of financial commitments. This capacity is highly
unlikely to be adversely affected by foreseeable events.


AA: Very High Credit Quality. "AA" ratings denote a very low expectation of
credit risk. They indicate a very strong capacity for timely payment of
financial commitments. This capacity is not significantly vulnerable to
foreseeable events.

A: High Credit Quality. "A" ratings denote a low expectation of credit risk.
The capacity for timely payment of financial commitments is considered
strong. This capacity may, nevertheless, be more vulnerable to changes in
circumstances or in economic conditions than is the case for higher ratings.
BBB: Good Credit Quality. "BBB" ratings indicate that there is currently a
low expectation of credit risk. The capacity for timely payment of financial
commitments is considered adequate, but adverse changes in circumstances and
in economic conditions are more likely to impair this capacity. This is the
lowest investment-grade category.

Speculative Grade:

BB: Speculative. "BB" ratings indicate that there is a possibility of credit
risk developing, particularly as the result of adverse economic change over
time. However, business or financial alternatives may be available to allow
financial commitments to be met. Securities rates in this category are not
investment grade.

B: Highly Speculative. "B" ratings indicate that significant credit risk is
present, but a limited margin of safety remains. Financial commitments are
currently being met. However, capacity for continued payment is contingent
upon a sustained, favorable business and economic environment.

CCC, CC C: High Default Risk.  Default is a real possibility. Capacity for
meeting financial commitments is solely reliant upon sustained, favorable
business or economic developments. A "CC" rating indicates that default of
some kind appears probable. "C" ratings signal imminent default.

DDD, DD, and D: Default. The ratings of obligations in this category are
based on their prospects for achieving partial or full recovery in a
reorganization or liquidation of the obligor. While expected recovery values
are highly speculative and cannot be estimated with any precision, the
following serve as general guidelines. `DDD' obligations have the highest
potential for recovery, around 90%-100% of outstanding amounts and accrued
interest. `DD' indicates potential recoveries in the range of 50%-90%, and
`D' the lowest recovery potential, i.e., below 50%.

Entities rated in this category have defaulted on some or all of their
obligations. Entities rated 'DDD' have the highest prospect for resumption of
performance or continued operation with or without a formal reorganization
process. Entities rated `DD' and `D' are generally undergoing a formal
reorganization or liquidation process; those rated `DD' are likely to satisfy
a higher portion of their outstanding obligations, while entities rated `D'
have a poor prospect for repaying all obligations.

Plus (+) and minus (-) signs may be appended to a rating symbol to denote
relative status within the major rating categories.  Plus and minus signs are
not added to the "AAA" category or to categories below "CCC," nor to
short-term ratings other than "F1" (see below).

International Short-Term Credit Ratings

F1:  Highest credit quality. Strongest capacity for timely payment of
financial commitments. May have an added "+" to denote any exceptionally
strong credit feature.

F2:   Good credit quality. A satisfactory capacity for timely payment of
financial commitments, but the margin of safety is not as great as in the
case of higher ratings.

F3:   Fair credit quality. Capacity for timely payment of financial
commitments is adequate. However, near-term adverse changes could result in a
reduction to non-investment grade.

B:    Speculative. Minimal capacity for timely payment of financial
commitments, plus vulnerability to near-term adverse changes in financial and
economic conditions.

C:      High default risk. Default is a real possibility. Capacity for
meeting financial commitments is solely reliant upon a sustained, favorable
business and economic environment.
D:     Default. Denotes actual or imminent payment default.

1 Mrs. Hamilton and Mr. Malone were elected as Trustees or Directors to
the Board II Funds  effective June 1, 2002 except for Panorama Series Fund, Inc.
and  Oppenheimer  Senior  Floating Rate Fund.  They were elected to the Board of
Panorama Funds, Inc. effective June 10, 2002.

                                  Appendix B

             INDUSTRY CLASSIFICATIONS (Oppenheimer Money Fund/VA)

Aerospace & Defense       Household Products
Air Freight & Couriers    Industrial Conglomerates
Airlines                      Insurance
Asset Backed Securities       Internet & Catalog Retail
Auto Components               Internet Software & Services
Automobiles                   Information Technology Consulting & Services
Banks                         Leasing & Factoring
Beverages                     Leisure Equipment & Products
Biotechnology                 Machinery
Broker-Dealer                 Marine
Building Products             Media
Chemicals                     Metals & Mining
Commercial Finance            Multiline Retail
Commercial Services &     Multi-Utilities
Supplies
Communications Equipment      Municipal
Computers & Peripherals   Office Electronics
Construction & Engineering Oil & Gas
Construction Materials        Paper & Forest Products
Consulting & Services     Personal Products
Consumer Finance              Pharmaceuticals
Containers & Packaging    Real Estate
Distributors                  Repurchase Agreements
Diversified Financials        Road & Rail
Diversified                   Semiconductor Equipment & Products
Telecommunication Services
Electric Utilities            Software
Electrical Equipment          Special Purpose Financial
Electronic Equipment &    Specialty Retail
Instruments
Energy Equipment & Services Textiles & Apparel
Food & Drug Retailing     Tobacco
Food Products                 Trading Companies & Distributors
Foreign Government            Transportation Infrastructure
Gas Utilities                 U.S. Government Agencies-Full Faith and
                              Credit Agencies
Health Care Equipment &   U.S. Government Agencies-Government
Supplies                      Sponsored Enterprises
Health Care Providers &   U.S. Government Instrumentalities
Services
Hotels Restaurants & Leisure  U.S. Government Obligations
Household Durables            Water Utilities
                              Wireless Telecommunication Services

                                  Appendix C

     INDUSTRY CLASSIFICATIONS (all Funds except Oppenheimer Money Fund/VA)

Aerospace & Defense       Household Durables
Air Freight & Couriers    Household Products
Airlines                      Industrial Conglomerates
Auto Components               Insurance
Automobiles                   Internet & Catalog Retail
Banks                         Internet Software & Services
Beverages                     Information Technology
                              Consulting & Services
Biotechnology                 Leisure Equipment & Products
Building Products             Machinery
Chemicals                     Marine
Commercial Services &     Media
Supplies
Communications Equipment      Metals & Mining
Computers & Peripherals   Multiline Retail
Construction & Engineering Multi-Utilities
Construction Materials        Office Electronics
Containers & Packaging    Oil & Gas
Distributors                  Paper & Forest Products
Diversified Financials        Personal Products
Diversified                   Pharmaceuticals
Telecommunication Services
Electric Utilities            Real Estate
Electrical Equipment          Road & Rail
Electronic Equipment &    Semiconductor Equipment &
Instruments                   Products
Energy Equipment & Services   Software
Food & Drug Retailing     Specialty Retail
Food Products                 Textiles & Apparel
Gas Utilities                 Tobacco
Health Care Equipment &   Trading Companies & Distributors
Supplies
Health Care Providers &   Transportation Infrastructure
Services
Hotels Restaurants & Leisure Water Utilities
                              Wireless Telecommunication
                              Services

Appendix D - Major  Shareholders.  As of March 31,  2002,  the total  number of
shares  outstanding,  and the number of shares and  approximate  percentage  of
Fund  shares held of record by separate  accounts  of the  following  insurance
companies (and their respective  subsidiaries)  and by  OppenheimerFunds,  Inc.
("OFI")  were as  follows.  ["*"  indicates  less  than  5% of the  outstanding
shares of that fund or class]:
                                      Allstate Columbus
                Total     Aetna     Financial   Life          CUNA
                Outstanding

Money Fund      397,651,230.486  *     *            *              *

High Income Fund      46,451,808,072  *          *            *
7,354,788.551
                                                              15.83%
Service Shares:
High Income Fund                 398.443

Bond Fund         65,347,859.815      *          *           *          *

Aggressive Growth     39,009,201.592  *         *          *            *
Fund

Service Shares:
Aggressive Growth Fund         1,876.317                           506.252
  *
                                                 27.02%
Capital Appreciation
 Fund            56,455,345.358  *     *            *              *
17.20%               42.20%

Service Shares:
Capital Appreciation Fund      18,673.573

Multiple Strategies   39,643,775.437  *          *             *
  *
Fund

Global Securities         86,531,190.913  9,332,500.150    *            *
   *
Fund                      10.79%
41.58%

Service Shares:
Global Securities        1,150,999.777    *         *            *
               *
Fund

Main Street Growth   58,903,807.576 3,952,230.888         *             *      *
& Income Fund                  6.71%

Service Shares:      1,491,037.826      *          *              *
                *
Main Street Growth
& Income Fund

Service Shares:Main
Street Small Cap     48,949.735      *     210,690.783     *        *
Fund                                  11.05%

Strategic Bond Fund  83,661,912.627 12,935,528.913   *             *         *
                          15.46%

Service Shares:              22,404.160   *      *               *
*                         *           *
Strategic Bond Fund             (continued)

GE    Jefferson Pilot      John Hancock      Lincoln    Benefit

Money Fund                *            *            *            *

High Income Fund         16,434,192.655         *          *            *
                          35.38%
Service Shares:
High Income Fund                      *          *            *               *

Bond Fund            12,169,723.630   4,373,609.704      *         *
                         18.62%       6.69%

Aggressive Growth        4,879,499.046          *          *              *
*
Fund                     12.51%

Service Shares:
Aggressive Growth Fund         *          *              *          *
27.02%
Capital Appreciation
 Fund

Capital Appreciation Fund      8,868,143.659        *            *
*
                         15.71%
Service Shares:
Capital Appreciation Fund           *           *        9,206.301            *
                                                 49.30%

Multiple Strategies      6,467,725.044          *          *              *
  *
Fund                     16.31%

Global Securities              *          *              *         *
*                       *
Fund

Service Shares:
Global Securities         1,143,242,123          *            *               *
Fund                      99.33%

Main Street Growth         *           *             *           *
& Income Fund

Service Shares:          1,460,653.189            *         *            *
Main Street Growth             97.96%
& Income Fund

Service Shares:Main
Street Small Cap           *             *          *       46,282.842
Fund                                                          94.55%

Strategic Bond Fund        *              *          *           *

Service Shares:                     *            *         *            *
Strategic Bond Fund

 (continued)


                     MassMutual     Monarch Nationwide   OFI     Protective

Money Fund           341,267,681.842   *         *       *  26,476,467.310
                         85.82%                             6.66%

High Income Fund         14,440,668.101      *           *                *
*
                          31.09%
Service Shares:
High Income Fund                      *          *            *  130.707*
                                                         32.80%

Bond Fund            18,627,597.825    *                26,597,251.272  *
*
                         28.51%                 40.70%

Aggressive Growth        20,769,346.038      *      9,527,767.378  *
  *
Fund                     53.24%                 24.42%

Service Shares:
Aggressive Growth Fund         *          *              *          *
27.02%
Capital Appreciation
 Fund

Capital Appreciation Fund      13,092,108.603       *         25,260,692.113  *
*
                          23.19%                 44.74%

Service Shares:
Capital Appreciation Fund           *           *        7,632.766 *          *
                                                 40.87%

Multiple Strategies      9,434,886.651        2,745,479.811   17,201,079.241  *
*                      *              *
Fund                     23.80%       6.93%         43.39%

Global Securities         37,967,082.498         *
35,270,761.711  *        *
Fund                      43.88%                 40.76%

Service Shares:
Global Securities              *          *              *    *    *
Fund

Main Street Growth       19,208,310.983         *                24,943,357.544
* 4,751,961.679
& Income Fund                  32.61%               42.35%       8.07%

Service Shares:              *         *            *      *     *
Main Street Growth
& Income Fund

Service Shares:Main      1,134,928.674
Street Small Cap           59.55%           *       *      *            *
Fund

Strategic Bond Fund      52,919,451.356         *          *
*9,318,182.778
                          63.25%                              11.14%

Service Shares:                       *         *          20,426.032   *     *
Strategic Bond Fund                                 91.17%

                                                    (continued)
American      Pruco          Transamerica         Travelers        General

Money Fund           *                    *         *         *

High Income Fund         *                   *           *       *

Service Shares:
High Income Fund         *             267.736   *         *
                                       67.20%

Bond Fund            *                    *         *         *

Aggressive Growth        *                   *           *       *
Fund

Service Shares:
Aggressive Growth Fund    1,354.535             *        *       *
Capital Appreciation      72.31%
 Fund

Capital Appreciation Fund      *                 *            *         *

Service Shares:
Capital Appreciation Fund      *                    *         1,744.497       *
40.87%
                                                    9.34%

Multiple Strategies      *                    *          *       *
Fund

Global Securities         *                      *         *       *
Fund

Service Shares:
Global Securities         *                      *         *       *
Fund

Main Street Growth       *                      *        *    423,222.813
& Income Fund                                                22.21%

Service Shares:             *                     *        *       *
Main Street Growth
& Income Fund

Service Shares:Main
Street Small Cap          *                        *          *         *
Fund

Strategic Bond Fund      *                      *         *        *

Service Shares:          *                      *          *       *
Strategic Bond Fund

- -------------------------------------------------------------------------------
Oppenheimer Variable Account Funds
- -------------------------------------------------------------------------------


Investment Advisor
      OppenheimerFunds, Inc.
      498 Seventh Avenue
      New York, New York 10018


Transfer Agent
      OppenheimerFunds Services
      P.O. Box 5270
      Denver, Colorado 80217
      1.800.981.2871

Custodian Bank
      The Bank of New York
      One Wall Street
      New York, New York 10015

Independent Auditors
      Deloitte & Touche LLP
      555 Seventeenth Street
      Denver, Colorado 80202


Counsel to the Funds
      Myer, Swanson, Adams & Wolf, P.C.
      1600 Broadway
      Denver, Colorado 80202

Legal Counsel to the Independent Trustees
      Mayer, Brown, Rowe & Maw
      1675 Broadway
      New York, New York 10019

1234


PX600.002.rev(120102)

                                            OPPENHEIMER VARIABLE ACCOUNT FUNDS

                                                         FORM N-1A

                                                          PART C

                                                     OTHER INFORMATION
Item 23.  Exhibits
- ------------------


(a)      Thirteenth Amended and Restated Declaration of Trust dated 8/27/02: Filed herewith.

(b)      Amended By-Laws dated 10/24/00:  Previously filed with Registrant's Post-Effective Amendment No. 36 (4/17/01), and
         incorporated herein by reference.


(c)

(i)      Oppenheimer  Money  Fund/VA  specimen  share  certificate:   Previously  filed  with  Registrant's  Post-Effective
                  Amendment No. 37 (4/24/02), and incorporated herein by reference.
(ii)     Oppenheimer Bond Fund/VA specimen share certificate:  Previously filed with Registrant's  Post-Effective Amendment
                  No. 37 (4/24/02), and incorporated herein by reference.
(iii)    Oppenheimer  Capital  Appreciation  Fund/VA  specimen  share  certificate:   Previously  filed  with  Registrant's
                  Post-Effective Amendment No. 37 (4/24/02), and incorporated herein by reference.
(iv)     Oppenheimer High Income Fund/VA specimen share  certificate:  Previously  filed with  Registrant's  Post-Effective
                  Amendment No. 37 (4/24/02), and incorporated herein by reference.
(v)      Oppenheimer   Aggressive   Growth  Fund/VA  specimen  share   certificate:   Previously  filed  with  Registrant's
                  Post-Effective Amendment No. 37 (4/24/02), and incorporated herein by reference.
(vi)     Oppenheimer   Multiple  Strategies  Fund/VA  specimen  share  certificate:   Previously  filed  with  Registrant's
                  Post-Effective Amendment No. 37 (4/24/02), and incorporated herein by reference.
(vii)    Oppenheimer   Global  Securities   Fund/VA  specimen  share   certificate:   Previously  filed  with  Registrant's
                  Post-Effective Amendment No. 37 (4/24/02), and incorporated herein by reference.
(viii)   Oppenheimer Strategic Bond Fund/VA specimen share certificate:  Previously filed with Registrant's  Post-Effective
                  Amendment No. 37 (4/24/02), and incorporated herein by reference.
(ix)     Oppenheimer Main Street Growth & Income Fund/VA  specimen share  certificate:  Previously filed with  Registrant's
                  Post-Effective Amendment No. 37 (4/24/02), and incorporated herein by reference.
(x)      Oppenheimer  Main  Street  Small Cap  Fund/VA  specimen  share  certificate:  Previously  filed with  Registrant's
                  Post-Effective Amendment No. 37 (4/24/02), and incorporated herein by reference.
(xi)     Oppenheimer  Money  Fund/VA  Service  class  specimen  share  certificate:   Previously  filed  with  Registrant's
                  Post-Effective Amendment No. 37 (4/24/02), and incorporated herein by reference.
(xii)    Oppenheimer Bond Fund/VA Service class specimen share Previously filed with Registrant's  Post-Effective Amendment
                  No. 37 (4/24/02), and incorporated herein by reference.
(xiii)   Oppenheimer  Capital  Appreciation  Fund/VA  Service  class  specimen  share  certificate:  Previously  filed with
                  Registrant's Post-Effective Amendment No. 37 (4/24/02), and incorporated herein by reference.
(xiv)    Oppenheimer  High Income Fund/VA  Service class specimen share  certificate:  Previously  filed with  Registrant's
                  Post-Effective Amendment No. 37 (4/24/02), and incorporated herein by reference.
(xv)     Oppenheimer   Aggressive  Growth  Fund/VA  Service  class  specimen  share  certificate:   Previously  filed  with
                  Registrant's Post-Effective Amendment No. 37 (4/24/02), and incorporated herein by reference.
(xvi)    Oppenheimer  Multiple  Strategies  Fund/VA  Service  class  specimen  share  certificate:  Previously  filed  with
                  Registrant's Post-Effective Amendment No. 37 (4/24/02), and incorporated herein by reference.
(xvii)   Oppenheimer  Global  Securities   Fund/VA  Service  class  specimen  share  certificate:   Previously  filed  with
                  Registrant's Post-Effective Amendment No. 37 (4/24/02), and incorporated herein by reference.
(xviii)  Oppenheimer  Strategic Bond Fund/VA Service class specimen share  certificate:  Previously filed with Registrant's
                  Post-Effective Amendment No. 37 (4/24/02), and incorporated herein by reference.
(xix)    Oppenheimer  Main Street Growth & Income Fund/VA Service class specimen share  certificate:  Previously filed with
                  Registrant's Post-Effective Amendment No. 37 (4/24/02), and incorporated herein by reference.
(xx)     Oppenheimer  Main Street  Small Cap Fund/VA  Service  class  specimen  share  certificate:  Previously  filed with
                  Registrant's Post-Effective Amendment No. 37 (4/24/02), and incorporated herein by reference.
(xxi)    Oppenheimer Value Fund/VA Service class specimen share certificate: Filed herewith.

(d)
(i)      Investment Advisory Agreement for Oppenheimer Money Fund/VA dated 9/1/94:  Filed with Registrant's  Post-Effective
                  Amendment No. 26 (2/13/95), and incorporated herein by reference.
(ii)     Investment  Advisory  Agreement  for  Oppenheimer  High  Income  Fund/VA  dated  9/1/94:  Filed with  Registrant's
                  Post-Effective Amendment No. 26 (2/13/95), and incorporated herein by reference.
(iii)    Investment  Advisory Agreement for Oppenheimer Bond Fund/VA dated 9/1/94:  Filed with Registrant's  Post-Effective
                  Amendment No. 26 (2/13/95), and incorporated herein by reference.
(iv)     Amended and Restated  Investment  Advisory  Agreement  for  Oppenheimer  Aggressive  Growth  Fund/VA dated 5/1/99:
                  Previously filed with Registrant's  Post-Effective Amendment No. 34 (4/29/99), and incorporated herein by
                  reference.
(v)      Investment Advisory Agreement for Oppenheimer Capital  Appreciation  Fund/VA dated 9/1/94: Filed with Registrant's
                  Post-Effective Amendment No. 26 (2/13/95), and incorporated herein by reference.
(vi)     Investment Advisory Agreement for Oppenheimer  Multiple  Strategies Fund/VA dated 9/1/94:  Filed with Registrant's
                  Post-Effective Amendment No. 26 (2/13/95), and incorporated herein by reference.
(vii)    Investment  Advisory  Agreement for Oppenheimer  Global Securities  Fund/VA dated 9/1/94:  Filed with Registrant's
                  Post-Effective Amendment No. 26 (2/13/95), and incorporated herein by reference.
(viii)   Investment  Advisory  Agreement for  Oppenheimer  Strategic  Bond Fund/VA dated  9/1/94:  Filed with  Registrant's
                  Post-Effective Amendment No. 26 (2/13/95), and incorporated herein by reference.
(ix)     Investment  Advisory  Agreement  for  Oppenheimer  Main Street Growth & Income  Fund/VA  dated 5/1/95:  Filed with
                  Registrant's Post-Effective Amendment No. 29 (4/22/96), and incorporated herein by reference.
(x)      Investment Advisory Agreement for Oppenheimer Main Street Small Cap Fund/VA dated 5/1/98:  Filed with Registrant's
                  Post-Effective Amendment No. 31 (1/30/98), and incorporated herein by reference.

(xi)     Investment  Advisory  Agreement  for  Oppenheimer  Value  Fund/VA dated  10/22/02:  to be filed by Post  Effective
                  Amendment.

(e)

(i)      General  Distributor's  Agreement  for  Service  shares of  Oppenheimer  Money Fund /VA dated  5/1/98:  Filed with
                  Post-Effective Amendment No. 32 (4/29/98), and incorporated herein by reference.
(ii)     General  Distributor's  Agreement  for  Service  shares of  Oppenheimer  Bond  Fund/VA  dated  5/1/98:  Filed with
                  Post-Effective Amendment No. 32 (4/29/98), and incorporated herein by reference.
(iii)    General  Distributor's  Agreement for Service shares of  Oppenheimer  Capital  Appreciation  Fund/VA dated 5/1/98:
                  Filed with Post-Effective Amendment No. 32 (4/29/98), and  incorporated herein by reference.
(iv)     General  Distributor's  Agreement for Service shares of Oppenheimer  High Income Fund/VA dated 5/1/98:  Filed with
                  Post-Effective Amendment No. 32 (4/29/98), and incorporated herein by reference.
(v)      General  Distributor's  Agreement for Service shares of Oppenheimer  Aggressive Growth Fund/VA dated 5/1/98: Filed
                  with Post-Effective Amendment No. 32 (4/29/98), and incorporated herein by reference.
(vi)     General Distributor's  Agreement for Service shares of Oppenheimer Multiple Strategies Fund/VA dated 5/1/98: Filed
                  with Post-Effective Amendment No. 32 (4/29/98), and incorporated herein by reference.
(vii)    General  Distributor's  Agreement for Service shares of Oppenheimer Global Securities Fund/VA dated 5/1/98:  Filed
                  with Post-Effective Amendment No. 32 (4/29/98), and incorporated herein by reference.
(viii)   General Distributor's  Agreement for Service shares of Oppenheimer Strategic Bond Fund/VA dated 5/1/98: Filed with
                  Post-Effective Amendment No. 32 (4/29/98), and incorporated herein by reference.
(ix)     General  Distributor's  Agreement for Service  shares of  Oppenheimer  Main Street  Growth & Income  Fund/VA dated
                  5/1/98: Filed with Post-Effective Amendment 32 (4/29/98), and incorporated herein by reference.
(x)      General  Distributor's  Agreement for Service  shares of  Oppenheimer  Main Street Small Cap Fund/VA dated 5/1/98:
                  Filed with Post-Effective Amendment No. 32 (4/29/98), and incorporated herein by reference.

(xi)     General  Distributor's  Agreement for Service shares of Oppenheimer Value Fund/VA dated 10/22/02: : to be filed by
                  Post Effective Amendment.

(f)      Form of Deferred Compensation Plan for Disinterested  Trustees\Directors:  Filed with Post-Effective Amendment No.
40 to the Registration  Statement of Oppenheimer High Yield Fund (Reg. No. 2-62076),  10/27/98,  and incorporated herein by
reference.

(g)
(i)      Custody  Agreement  between  Oppenheimer  Variable  Account  Funds  and The  Bank  of New  York,  dated  11/12/92:
                  Previously filed with Registrant's  Post-Effective Amendment No. 21 (3/12/93),  refiled with Registrant's
                  Post-Effective  Amendment No. 27, 4/27/95 pursuant to Item 102 of Regulation S-T, and incorporated herein
                  by reference.

(ii)     Amended and Restated  Foreign  Custody  Manager  Agreement  dated  4/3/01:  Previously  filed with  Post-Effective
                  Amendment No. 34 to the  Registration  Statement of  Oppenheimer  Gold & Special  Minerals Fund (Reg. No.
                  2-82590), 10/25/01, and incorporated herein by reference.
(iii)    Amendment dated 4/3/01 to Custody Agreement dated 11/12/92:  Previously filed with Post-Effective Amendment No. 34
                  to the Registration  Statement of Oppenheimer  Gold & Special Minerals Fund (Reg. No. 2-82590,  10/25/01,
                  and incorporated herein by reference.


(h)      Not applicable.

(i)
(i)      Opinion and  Consent of  Counsel,  3/14/85:  Previously  filed with  Registrant's  Pre-Effective  Amendment  No. 1
                  (3/20/85),  refiled with Registrant's  Post-Effective  Amendment No. 27 (4/27/95) pursuant to Item 102 of
                  Regulation S-T, and incorporated herein by reference.
(ii)     Opinion and  Consent of Counsel,  4/28/86:  Previously  filed with  Registrant's  Post-Effective  Amendment  No. 5
                  (8/12/86),  refiled with Registrant's  Post-Effective  Amendment No. 27 (4/27/95) pursuant to Item 102 of
                  Regulation S-T, and incorporated herein by reference.
(iii)    Opinion and  Consent of Counsel,  7/31/86:  Previously  filed with  Registrant's  Post-Effective  Amendment  No. 5
                  (8/12/86),  refiled with Registrant's  Post-Effective  Amendment No. 27 (4/27/95) pursuant to Item 102 of
                  Regulation S-T, and incorporated herein by reference.
(iv)     Opinion and  Consent of Counsel,  1/21/87:  Previously  filed with  Registrant's  Post-Effective  Amendment  No. 7
                  (2/6/87),  refiled with Registrant's  Post-Effective Amendment No. 27 (4/27/95),  pursuant to Item 102 of
                  Regulation S-T, and incorporated herein by reference.
(v)      Opinion and Consent of Counsel, dated July 31, 1990: Previously filed with Registrant's  Post-Effective  Amendment
                  No. 15 (9/19/90),  refiled with Registrant's  Post-Effective  Amendment No. 27 (4/27/95) pursuant to Item
                  102 of Regulation S-T, and incorporated herein by reference.
(vi)     Opinion and Consent of Counsel dated April 23, 1993: Previously filed with Registrant's  Post-Effective  Amendment
                  No. 22 (4/30/93),  refiled with Registrant's  Post-Effective  Amendment No. 27 (4/27/95) pursuant to Item
                  102 of Regulation S-T, and incorporated herein by reference.
(vii)    Opinion and Consent of Counsel dated April 18, 1995:  Filed with  Post-Effective  Amendment No. 29 (4/22/96),  and
                  incorporated herein by reference.

(viii)   Opinion and Consent of Counsel dated May 1, 1998: Previously filed with Registrant's  Post-Effective Amendment No.
                  35 (4/26/00), and incorporated herein by reference.


(j)      Independent Auditors' Consent: To be filed by Post-Effective Amendment.

(k)      Not applicable.


(l)      Investment  Letter dated  3/14/85  from  Monarch  Life  Insurance  Company to  Registrant:  Previously  filed with
Registrant's Post-Effective Amendment No. 37 (4/24/02), and incorporated herein by reference.


(m)

(i)      Amended and Restated  Distribution and Service Plan and Agreement for Service shares of Oppenheimer  Money Fund/VA
                  dated  2/29/00:  Previously  filed with  Registrant's  Post-Effective  Amendment  No. 35  (4/26/00),  and
                  incorporated herein by reference.
(ii)     Amended and Restated  Distribution  and Service Plan and Agreement for Service shares of Oppenheimer  Bond Fund/VA
                  dated  2/29/00:  Previously  filed with  Registrant's  Post-Effective  Amendment  No. 35  (4/26/00),  and
                  incorporated herein by reference.
(iii)    Amended and Restated  Distribution  and Service  Plan and  Agreement  for Service  shares of  Oppenheimer  Capital
                  Appreciation Fund/VA dated 2/29/00:  Previously filed with Registrant's  Post-Effective  Amendment No. 35
                  (4/26/00), and incorporated herein by reference.
(iv)     Amended and Restated  Distribution  and Service Plan and Agreement for Service shares of  Oppenheimer  High Income
                  Fund/VA dated 2/29/00:  Previously filed with Registrant's Post-Effective Amendment No. 35 (4/26/00), and
                  incorporated herein by reference.
(v)      Amended and Restated  Distribution  and Service Plan and Agreement for Service  shares of  Oppenheimer  Aggressive
                  Growth  Fund/VA  dated  2/29/00:  Previously  filed with  Registrant's  Post-Effective  Amendment  No. 35
                  (4/26/00), and incorporated herein by reference.
(vi)     Amended and Restated  Distribution  and Service Plan and  Agreement  for Service  shares of  Oppenheimer  Multiple
                  Strategies  Fund/VA dated 2/29/00:  Previously filed with  Registrant's  Post-Effective  Amendment No. 35
                  (4/26/00), and incorporated herein by reference.
(vii)    Amended and  Restated  Distribution  and Service  Plan and  Agreement  for Service  shares of  Oppenheimer  Global
                  Securities  Fund/VA dated 2/29/00:  Previously filed with  Registrant's  Post-Effective  Amendment No. 35
                  (4/26/00), and incorporated herein by reference.
(viii)   Amended and Restated  Distribution and Service Plan and Agreement for Service shares of Oppenheimer Strategic Bond
                  Fund/VA dated 2/29/00:  Previously filed with Registrant's Post-Effective Amendment No. 35 (4/26/00), and
                  incorporated herein by reference.
(ix)     Amended and Restated  Distribution  and Service Plan and Agreement for Service shares of  Oppenheimer  Main Street
                  Growth & Income Fund/VA dated 2/29/00:  Previously filed with Registrant's  Post-Effective  Amendment No.
                  35 (4/26/00), and incorporated herein by reference.
(x)      Amended and Restated  Distribution  and Service Plan and Agreement for Service shares of  Oppenheimer  Main Street
                  Small Cap Fund/VA dated  2/29/00:  Previously  filed with  Registrant's  Post-Effective  Amendment No. 35
                  (4/26/00), and incorporated herein by reference.

(xi)     Distribution  and Service Plan and  Agreement  for Service  shares of  Oppenheimer  Value Fund /VA: To be filed by
                  Post-Effective Amendment..


(n)      Oppenheimer  Funds  Multiple  Class Plan under  Rule 18f-3  dated  March 18,  1996 and  updated  through  8/21/01:
Previously  filed with  Post-Effective  Amendment No. 20 to the  Registration  Statement of Oppenheimer Cash Reserves (Reg.
No. 33-23223), 9/27/01, and incorporated herein by reference.

(o)      Powers of Attorney for all  Trustees/Directors  and  Officers,  except for John V. Murphy,  Robert J. Malone,  and
Beverly L. Hamilton  (including  Certified Board Resolutions):  Previously filed with Pre-Effective  Amendment No. 2 to the
Registration Statement of Oppenheimer Select Managers (Reg. No. 333-49774), 2/8/01, and incorporated herein by reference.

Power of Attorney for John Murphy (including  Certified Board Resolution):  Previously filed with Post-Effective  Amendment
No. 45 to the  Registration  Statement of  Oppenheimer  High Yield Fund (Reg.  No.  2-62076),  and  incorporated  herein by
reference.


Powers of Attorney for Beverly L. Hamilton and Robert J. Malone:  Previously filed with Post-Effective  Amendment No. 46 to
the Registration Statement of Oppenheimer High Yield Fund (Reg. No. 2-62076), and incorporated herein by reference.

(p)      Amended  and  Restated  Code of Ethics of the  Oppenheimer  Funds  dated  March 1, 2000  under  Rule  17j-1 of the
Investment Company Act of 1940:  Previously filed with the Initial  Registration  Statement of Oppenheimer  Emerging Growth
Fund (Reg. No. 333-44176), 8/21/00, and incorporated herein by reference.

Item 24.  Persons Controlled by or Under Common Control with the Fund
- ---------------------------------------------------------------------

None.

Item 25.  Indemnification
- -------------------------

         Reference is made to the provisions of Article Seventh of Registrant's  Amended and Restated  Declaration of Trust
filed as Exhibit 23(a) to this Registration Statement, and incorporated herein by reference.

         Insofar as indemnification  for liabilities arising under the Securities Act of 1933 may be permitted to trustees,
officers and  controlling  persons of Registrant  pursuant to the foregoing  provisions or otherwise,  Registrant  has been
advised that in the opinion of the  Securities and Exchange  Commission  such  indemnification  is against public policy as
expressed in the Securities Act of 1933 and is,  therefore,  unenforceable.  In the event that a claim for  indemnification
against  such  liabilities  (other than the payment by  Registrant  of expenses  incurred or paid by a trustee,  officer or
controlling  person of  Registrant  in the  successful  defense of any  action,  suit or  proceeding)  is  asserted by such
trustee,  officer or controlling person,  Registrant will, unless in the opinion of its counsel the matter has been settled
by controlling  precedent,  submit to a court of appropriate  jurisdiction the question whether such  indemnification by it
is against  public  policy as expressed in the  Securities  Act of 1933 and will be governed by the final  adjudication  of
such issue.

Item 26. - Business and Other Connections of the Investment Adviser
- -------------------------------------------------------------------

(a)      OppenheimerFunds,  Inc. is the investment  adviser of the Registrant;  it and certain  subsidiaries and affiliates
act in the same capacity to other  investment  companies,  including  without  limitation  those described in Parts A and B
hereof and listed in Item 26(b) below.

(b)      There  is set  forth  below  information  as to any  other  business,  profession,  vocation  or  employment  of a
         substantial  nature in which each  officer and  director of  OppenheimerFunds,  Inc. is, or at any time during the
         past two fiscal  years has been,  engaged  for  his/her  own  account or in the  capacity  of  director,  officer,
         employee, partner or trustee.

- --------------------------------------------- ------------------------------------------------------------------------
Name and Current Position with
OppenheimerFunds, Inc.                        Other Business and Connections During the Past Two Years
- --------------------------------------------- ------------------------------------------------------------------------
Timothy L. Abbuhl,
Assistant Vice President                    None
Amy B. Adamshick,
Vice President                              None
Charles E. Albers,
Senior Vice President                       None
Edward J. Amberger,
Assistant Vice President                    None
Erik Anderson,
Assistant Vice President                    None
Janette Aprilante,
Vice President & Secretary                  As of January 2002: Secretary of OppenheimerFunds, Distributor, Inc.,
Centennial Asset Management Corporation, Oppenheimer Partnership Holdings, Inc., Oppenheimer Real Asset Management, Inc.,
Shareholder Financial Services, Inc., Shareholder Services, Inc.; Assistant Secretary of HarbourView Asset Management
Corporation, OFI Private Investments, Inc., Oppenheimer Trust Company and OFI Institutional Asset Management, Inc.
Hany S. Ayad,
Assistant Vice President                    None
Victor W. Babin,
Senior Vice President                       None
Bruce L. Bartlett,
Senior Vice President                       None
John Michael Banta,
Assistant Vice President                    None
Lerae A. Barela,
Assistant Vice President                    None
George Batejan,
Executive Vice President/
Chief Information Officer                   None
Kevin Baum,
Vice President                              None
Connie Bechtolt,
Assistant Vice President                    None
Robert Behal
Assistant Vice President                    Assistant Vice President of HarbourView Asset Management Corporation.
Formerly, Associate Director at MetLife (Jan 2000-May 2000).
Kathleen Beichert,
Vice President                              Vice President of OppenheimerFunds Distributor, Inc.
Erik S. Berg,
Assistant Vice President                    None
Rajeev Bhaman,
Vice President                              None
Mark Binning,
Assistant Vice President                    None
Robert J. Bishop,
Vice President                              None
John R. Blomfield,
Vice President                              None
Chad Boll,
Assistant Vice President                    None
Lowell Scott Brooks,
Vice President                              Vice President of OppenheimerFunds Distributor, Inc.
Richard Buckmaster,
Vice President                              None
Mark Burns,
Assistant Vice President                    Formerly a Marketing Manager with Alliance Capital Management (October
1999-April 2001).
Bruce Burroughs
Vice President                              None
Claudia Calich,
Assistant Vice President                    None
Michael A. Carbuto,
Vice President                              None
Ronald G. Chibnik,
Assistant Vice President                    Director of technology for Sapient Corporation (July, 2000-August 2001);
software architect for Sapient Corporation (March 1997-July 2000).
H.C. Digby Clements,
Vice President: Rochester Division          None
Peter V. Cocuzza,
Vice President                              None
Julie C. Cusker,
Assistant Vice President:
Rochester Division                          None
John Damian,
Vice President                              Formerly senior analyst/director for Citigroup Asset Management (November
1999-September 2001).
O. Leonard Darling,
Vice Chairman, Executive Vice
President, Chief Investment
Officer & Director                          Chairman of the Board and a director (since June 1999) and Senior Managing
Director (since December 1998) of HarbourView Asset Management Corporation; a director (since July 2001) of Oppenheimer
Acquisition Corp.; a director (since March 2000) of OFI Private Investments, Inc.; Chairman of the Board, Senior Managing
Director and director (since February 2001) of OFI Institutional Asset Management, Inc.; Trustee (since 1993) of Awhtolia
College - Greece.
John M. Davis,
Assistant Vice President                    Assistant Vice President of OppenheimerFunds Distributor, Inc.
Robert A. Densen,
Senior Vice President                       None
Ruggero de'Rossi,
Vice President                              None
Craig P. Dinsell,
Executive Vice President                    None
Randall C. Dishmon,
Assistant Vice President                    Formerly an Associate with Booz Allen & Hamilton (1998-June 2001).
Rebecca K. Dolan
Vice President                              None
Steven D. Dombrower,
Vice President                              Vice President of OppenheimerFunds Distributor, Inc.
Bruce C. Dunbar,
Vice President                              None
Richard Edmiston,
Assistant Vice President                    None
Daniel R. Engstrom,
Assistant Vice President                    None
Armand B. Erpf,
Assistant Vice President                    None
James Robert Erven
Assistant Vice President                    Formerly an Assistant Vice President/Senior Trader with Morgan Stanley
Investment Management (1999-April 2002).
George R. Evans,
Vice President                              None
Edward N. Everett,
Vice President                              None
George Fahey,
Vice President                              Vice President of OppenheimerFunds Distributor, Inc.
Scott T. Farrar,
Vice President                              None
Katherine P. Feld,
Vice President, Senior Counsel              Vice President of OppenheimerFunds, Distributor, Inc.; Vice President,
Assistant Secretary and Director of Centennial Asset Management Corporation; Vice President of Oppenheimer Real Asset
Management, Inc.
Ronald H. Fielding,
Senior Vice President;
Chairman: Rochester Division                Vice President of OppenheimerFunds Distributor, Inc.; Director of ICI Mutual
Insurance Company; Governor of St. John's College; Chairman of the Board of Directors of International Museum of
Photography at George Eastman House.
Paul Fitzsimmons,
Assistant Vice President                    Assistant Vice President of HarbourView Asset Management Corporation.
P. Lyman Foster,
Senior Vice President                       Senior Vice President of OppenheimerFunds Distributor, Inc.
David Foxhoven,
Assistant Vice President                    Assistant Vice President of OppenheimerFunds Legacy Program.
Colleen M. Franca,
Assistant Vice President                    None
Crystal French,
Vice President                              None
Dan P. Gangemi,
Vice President                              None
Dan Gagliardo,
Assistant Vice President                    Formerly an Assistant Vice President with Mitchell Hutchins (January
2000-October 2000).
Subrata Ghose,
Assistant Vice President                    None
Charles W. Gilbert,
Assistant Vice President                    None
Alan C. Gilston,
Vice President                              None
Sharon M. Giordano,
Assistant Vice President                    None
Jill E. Glazerman,
Vice President                              None
Paul M. Goldenberg,
Vice President                              None
Mike Goldverg,
Assistant Vice President                    None
Bejamin J. Gord,
Vice President                              Vice President of HarbourView Asset Management Corporation. Formerly Executive
Director with Miller Anderson Sherrerd, a division of Morgan Stanley Investment Management. (April 1992-March 2002).
Laura Granger,
Vice President                              Formerly a portfolio manager at Fortis Advisors (July 1998-October 2000).
Robert Grill,
Senior Vice President                       None
Robert Guy,
Senior Vice President                       None
David Hager,
Vice President                              None
Robert Haley,
Assistant Vice President                    None
Marilyn Hall,
Vice President                              None
Kelly Haney,
Assistant Vice President                    None
Thomas B. Hayes,
Vice President                              None
Dorothy F. Hirshman,
Vice President                              None
Merryl I. Hoffman,
Vice President & Senior Counsel             As of December 2001: Secretary of HarbourView Asset Management Corporation,
OFI Private Investments, Inc. and OFI Institutional Asset Management, Inc.; Assistant Secretary of OppenheimerFunds
Legacy Program.
Scott T. Huebl,
Vice President                              Assistant Vice President of OppenheimerFunds Legacy Program.
Margaret Hui,
Assistant Vice President                    None
John Huttlin,
Vice President                              None
James G. Hyland,
Assistant Vice President                    None
Steve P. Ilnitzki,
Senior Vice President                       Formerly Vice President of Product Management at Ameritrade (until March 2000).
Kathleen T. Ives,
Vice President & Assistant Counsel          Vice President of OppenheimerFunds Distributor, Inc.; Vice President and
Assistant Secretary of Shareholder Services, Inc.; Assistant Secretary of OppenheimerFunds Legacy Program and Shareholder
Financial Services, Inc.
William Jaume,
Vice President                              Senior Vice President and Chief Compliance Officer (since April 2000) of
HarbourView Asset Management Corporation; and of OFI Institutional Asset Management, Inc. (since February 2001).
Frank V. Jennings,
Vice President                              None
John Jennings,
Vice President                              None
John Michael Johnson,
Assistant Vice President                    Formerly Vice President, Senior Analyst/Portfolio Manager at Aladdin Capital
Holdings Inc. (February 2001-May 2002) prior to which he was Vice President and Senior Analyst at Merrill Lynch
Investment Managers (October 1996-February 2001).
Lewis A. Kamman,
Vice President                              None
Jennifer E. Kane,
Assistant Vice President                    None.
Lynn O. Keeshan,
Senior Vice President                       None
Thomas W. Keffer,
Senior Vice President                       None
Cristina J. Keller,
Vice President                              Vice President of OppenheimerFunds Distributor, Inc.
Michael Keogh,
Vice President                              None
Garrett K. Kolb,
Assistant Vice President                    None
Walter G. Konops,
Assistant Vice President                    None
Avram D. Kornberg,
Senior Vice President                       None
James Kourkoulakos,
Vice President                              None
Guy E. Leaf,
Vice President                              Vice President of Merrill Lynch (January 2000-September 2001.
Christopher M. Leavy,
Senior Vice President                       Formerly Vice President and portfolio manager at Morgan Stanley Investment
Management (1997-September 2000).
Dina C. Lee,
Assistant Vice President & Assistant Counsel
Formerly an attorney with Van Eck Global (until December 2000).
Laura Leitzinger,
Vice President                              Vice President of Shareholder Financial Services, Inc.
Michael S. Levine,
Vice President                              None
Gang Li,
Assistant Vice President                    None
Shanquan Li,
Vice President                              None
Mitchell J. Lindauer,
Vice President & Assistant General Counsel  None
Bill Linden,
Assistant Vice President                    None
Malissa B. Lischin,
Assistant Vice President                    Assistant Vice President of OppenheimerFunds Distributor, Inc.
Reed Litcher,
Vice President                              None
David P. Lolli,
Assistant Vice President                    None
Daniel G. Loughran
Vice President: Rochester Division          None
Patricia Lovett,
Vice President                              Vice President of Shareholder Financial Services, Inc. and Senior Vice
President of Shareholder Services, Inc.
Steve Macchia,
Vice President                              None
Angelo G. Manioudakis
Senior Vice President                       Senior Vice President of HarbourView Asset Management Corporation. Formerly
Executive Director and portfolio manager for Miller, Anderson & Sherrerd, a division of Morgan Stanley Investment
Management (August 1993-April 2002).
Marianne Manzolillo,
Assistant Vice President                    None
Philip T. Masterson,
Vice President & Assistant Counsel      None
Charles L. McKenzie,
Senior Vice President                       Senior Vice President of HarbourView Asset Management Corporation and OFI
Institutional Asset Management Corporation.
Lisa Migan,
Assistant Vice President                    None
Andrew J. Mika,
Senior Vice President                       None
Joy Milan,
Vice President                              None
Denis R. Molleur,
Vice President & Senior Counsel         None
Nikolaos D. Monoyios,
Vice President                              None
Charles Moon,
Vice President                              Vice President of HarbourView Asset Management Corporation. Formerly an
Executive Director and Portfolio Manager with Miller Anderson & Sherrerd, a division of Morgan Stanley Investment
Management (June 1999-March 2002).
John Murphy,
Chairman, President, Chief Executive Officer & Director
Director of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation, HarbourView Asset Management
Corporation, OFI Private Investments, Inc., OFI Institutional Asset Management, Inc. and Tremont Advisers, Inc., Director
(Class A) of Trinity Investments Management Corporation; President and Director of Oppenheimer Acquisition Corp.,
Oppenheimer Partnership Holding, Inc., Oppenheimer Real Asset Management, Inc.; Chairman and Director of Shareholder
Financial Services, Inc. and Shareholder Services, Inc.; Executive Vice President of MassMutual Life Insurance Company;
director of DLB Acquisition Corp.
Thomas J. Murray,
Vice President                              None
Kenneth Nadler,
Vice President                              None
David Negri,
Senior Vice President                       Senior Vice President of HarbourView Asset Management Corporation.
Richard Nichols,
Vice President                              None
Barbara Niederbrach,
Assistant Vice President                    None
Raymond C. Olson,
Assistant Vice President                    Assistant Vice President and Treasurer of OppenheimerFunds Distributor, Inc.;
Treasurer of Centennial Asset Management Corporation.
Frank J. Pavlak,
Vice President                              None
David P. Pellegrino,
Vice President                              None
Allison C. Pells,
Assistant Vice President                    None
James F. Phillips,
Vice President                              None
Raghaw Prasad,
Assistant Vice President
Jane C. Putnam,
Vice President                              None
Michael E. Quinn,
Vice President                              None
Julie S. Radtke,
Vice President                              None
Norma J. Rapini,
Assistant Vice President:
Rochester Division                          None
Thomas P. Reedy,
Vice President                              Vice President (since April 1999) of HarbourView Asset Management Corporation.
Brian N. Reid,
Assistant Vice President                    Formerly an Assistant Vice President with Eaton Vance Management (January
2000-January 2002).
Kristina Richardson,
Assistant Vice President                    None
David Robertson,
Senior Vice President                       Senior Vice President of OppenheimerFunds Distributor, Inc.
Rob Robis,
Assistant Vice President                    None
Antoinette Rodriguez,
Assistant Vice President                    None
Jeffrey S. Rosen,
Vice President                              None
Richard H. Rubinstein,
Senior Vice President                       None
James H. Ruff,
Executive Vice President                    President and director of OppenheimerFunds Distributor, Inc. and Centennial
Asset Management Corporation; Executive Vice President of OFI Private Investments, Inc.
Andrew Ruotolo
Executive Vice President and Director       President and director of Shareholder Services, Inc. and Shareholder Financial
Services, Inc., Director (Class A) of Trinity Investment Management Corporation
Rohit Sah,
Assistant Vice President                    None
Valerie Sanders,
Vice President                              None
Jeffrey R. Schneider,
Vice President                              None
Ellen P. Schoenfeld,
Vice President                              None
David Schultz,
Senior Vice President                       Chief Executive Officer, President & Senior Managing Director & Director of
OFI Institutional Asset Management, Inc. and HarbourView Asset Management Corporation; Director (Class A) and Chairman of
Trinity Investment Management Corporation; Director of Oppenheimer Trust Company.
Scott A. Schwegel,
Assistant Vice President                    None
Allan P. Sedmak
Assistant Vice President                    None
Jennifer L. Sexton,
Vice President                              Vice President of OFI Private Investments, Inc.
Martha A. Shapiro,
Vice President                              None
Navin Sharma,
Vice President                              Formerly, Manager at BNP Paribas Cooper Neff Advisors (May 2001-April 2002)
prior to which he was Development Manager at Reality Online/Reuters America Inc. (June 2000-May 2001).
Steven J. Sheerin,
Vice President                              Formerly consultant with Pricewaterhouse Coopers (November 2000-May 2001)
prior to which he was a Vice President of Merrill Lynch Pierce Fenner & Smith, Inc. (July 1998-October 2000).
Bonnie Sherman,
Assistant Vice President                    None
David C. Sitgreaves,
Assistant Vice President                    None
Edward James Sivigny
Assistant Vice President                    Formerly a Director for ABN Amro Securities (July 2001-July 2002) prior to
which he was Associate Director for Barclays Capital (1998-July 2001).
Enrique H. Smith,
Assistant Vice President                    Formerly a business analyst with Goldman Sachs (August 1999-August 2001).
Richard A. Soper,
Vice President                              None
Louis Sortino,
Assistant Vice President:
Rochester Division                          None
Keith J. Spencer,
Vice President                              None
Marco Antonio Spinar,
Assistant Vice President                    Formerly, Director of Business Operations at AOL Time Warner, AOL Time Warner
Book Group (June 2000-December 2001).
Richard A. Stein,
Vice President: Rochester Division          None
Arthur P. Steinmetz,
Senior Vice President                       Senior Vice President of HarbourView Asset Management Corporation.
Jayne M. Stevlingson,
Vice President                              None
Gregory J. Stitt,
Vice President                              None
John P. Stoma,
Senior Vice President                       Senior Vice President of OppenheimerFunds Distributor, Inc.
Wayne Strauss,
Assistant Vice President:
Rochester Division                          None
Michael Stricker,
Vice President                              None
Deborah A. Sullivan,
Assistant Vice President,
Assistant Counsel                           Since December 2001, Secretary of Oppenheimer Trust Company.
Mary Sullivan,
Assistant Vice President                    None
Kevin L. Surrett,
Assistant Vice President                    None
Susan B. Switzer,
Vice President                              None
Anthony A. Tanner,
Vice President: Rochester Division          None
Paul Temple,
Vice President                              Formerly a Vice President of Merrill Lynch (October 2001-January 2002) prior
to which he was a Vice President with OppenheimerFunds, Inc. (May 2000-October 5, 2001).
Eamon Tubridy,
Assistant Vice President                    None
James F. Turner,
Vice President                              Formerly portfolio manager for Technology Crossover Ventures (May 2000-March
2001).
Cameron Ullyat,
Assistant Vice President                    None
Mark S. Vandehey,
Vice President                              Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset
Management Corporation and Shareholder Services, Inc.
Maureen Van Norstrand,
Assistant Vice President                    None
Vincent Vermette,
Assistant Vice President                    Assistant Vice President of OppenheimerFunds Distributor, Inc.
Phillip F. Vottiero,
Vice President                              None
Samuel Sloan Walker,
Vice President                              Vice President of HarbourView Asset Management Corporation.
Teresa M. Ward,
Vice President                              Vice President of OppenheimerFunds Distributor, Inc.
Darrin L. Watts,
Assistant Vice President                    None
Jerry A. Webman,
Senior Vice President                       Senior Vice President of HarbourView Asset Management Corporation.
Christopher D. Weiler,
Assistant Vice President:
Rochester Division                          None
Barry D. Weiss,
Vice President                              None
Melissa Lynn Weiss,
Vice President                              Formerly an Associate at Hoguet Newman & Regal, LLP (January 1998-May 2002).
Christine Wells,
Vice President                              None
Joseph J. Welsh,
Vice President                              None
Diederick Wermolder,
Vice President                              Director of OppenheimerFunds International Ltd.; Senior Vice President
(Managing Director of the International Division) of OFI Institutional Asset Management, Inc.
Catherine M. White,
Assistant Vice President                    Assistant Vice President of OppenheimerFunds Distributor, Inc. Formerly,
Assistant Vice President with Gruntal & Co. LLC (September 1998 - October 2000); member of the American Society of
Pension Actuaries (ASPA) since 1995.
William L. Wilby,
Senior Vice President                       Formerly Senior Vice President of HarbourView Asset Management Corporation
(May 1999-July 2002).
Donna M. Winn,
Senior Vice President                       President, Chief Executive Officer and Director of OFI Private Investments,
Inc.; Director and President of OppenheimerFunds Legacy Program; Senior Vice President of OppenheimerFunds Distributor,
Inc.
Kenneth Winston,
Senior Vice President                       Principal at Richards & Tierney, Inc. (until June 2001).
Brian W. Wixted, Senior Vice President and Treasurer
Treasurer of HarbourView Asset Management Corporation; OppenheimerFunds International Ltd., Oppenheimer Partnership
Holders, Inc., Oppenheimer Real Asset Management Corporation, Shareholder Services, Inc., Shareholder Financial Services,
Inc., OFI Private Investments, Inc. and OFI Institutional Asset Management, Inc.; Treasurer and Chief Financial Officer
of Oppenheimer Trust Company; Assistant Treasurer of Oppenheimer Acquisition Corp. and OppenheimerFunds Legacy Program.
Carol Wolf,
Senior Vice President                       Serves on the Board of the Colorado Ballet.
Kurt Wolfgruber,
Senior Vice President                       Director of Tremont Advisers, Inc. (as of January 2002).
Caleb C. Wong,
Vice President                              None
Edward C. Yoensky,
Assistant Vice President                    None
Robert G. Zack
Senior Vice President and General Counsel   General Counsel and Director OppenheimerFunds Distributor, Inc.; General
Counsel of Centennial Asset Management Corporation; Senior Vice President and General Counsel of HarbourView Asset
Management Corporation and OFI Institutional Asset Management, Inc., Senior Vice President, General Counsel and Director
of Shareholder Financial Services, Inc., Shareholder Services, Inc., OFI Private Investment, Inc. and Oppenheimer Trust
Company; Vice President and Director of Oppenheimer Partnership Holdings, Inc.; Secretary of OAC Acquisition Corp.,
Director and Assistant Secretary of OppenheimerFunds International Ltd.; Director of Oppenheimer Real Asset Management,
Inc.; Vice President of OppenheimerFunds Legacy Program.
Jill Zachman,
Vice President: Rochester Division          None
Neal A. Zamore,
Vice President                              None
Mark D. Zavanelli,
Vice President                              None
Alex Zhou,
Assistant Vice President                    None
Arthur J. Zimmer,
Senior Vice President                       Senior Vice President (since April 1999) of HarbourView Asset Management
Corporation.

The Oppenheimer Funds include the following:

Centennial America Fund, L.P.
Centennial California Tax Exempt Trust
Centennial Government Trust
Centennial Money Market Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust
Limited Term New York Municipal Fund (Rochester Portfolio Series)
Oppenheimer Bond Fund (a series of Oppenheimer Integrity Funds)
Oppenheimer California Municipal Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Capital Income Fund
Oppenheimer Capital Preservation Fund
Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Concentrated Growth Fund
Oppenheimer Convertible Securities Fund (Bond Fund Series)
Oppenheimer Developing Markets Fund
Oppenheimer Discovery Fund
Oppenheimer Emerging Growth Fund
Oppenheimer Emerging Technologies Fund
Oppenheimer Enterprise Fund
Oppenheimer Europe Fund
Oppenheimer Global Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer High Yield Fund
Oppenheimer International Bond Fund
Oppenheimer International Growth Fund
Oppenheimer International Small Company Fund
Oppenheimer Limited Term Municipal Fund (a series of Oppenheimer Municipal Fund)
Oppenheimer Limited-Term Government Fund
Oppenheimer Main Street Growth & Income Fund (a series of Oppenheimer Main
   Street Funds, Inc.
Oppenheimer Main Street Opportunity Fund
Oppenheimer Main Street Small Cap Fund
Oppenheimer MidCap Fund
Oppenheimer Money Market Fund, Inc.
Oppenheimer Multiple Strategies Fund
Oppenheimer Multi-Sector Income Trust
Oppenheimer Multi-State Municipal Trust (3 series):
     Oppenheimer New Jersey Municipal Fund
     Oppenheimer Pennsylvania Municipal Fund
     Oppenheimer Rochester National Municipals
Oppenheimer Municipal Bond Fund
Oppenheimer New York Municipal Fund
Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Quest For Value Funds (3 series)
     Oppenheimer Quest Balanced Value Fund
     Oppenheimer Quest Opportunity Value Fund
     Oppenheimer Small Cap Value Fund
Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Real Asset Fund
Oppenheimer Real Estate Fund
Oppenheimer Select Managers (6 series):
     Gartmore Millennium Growth Fund II
     Jennison Growth Fund
     Mercury Advisors Focus Growth Fund
     Mercury Advisors S&P 500 Index Fund
     QM Active Balanced Fund
     Salomon Brothers Capital Fund
Oppenheimer Senior Floating Rate Fund
Oppenheimer Series Fund, Inc. (2 series):
     Oppenheimer Disciplined Allocation Fund
     Oppenheimer Value Fund
Oppenheimer Special Value Fund
Oppenheimer Strategic Income Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Tremont Market Neutral Fund LLC
Oppenheimer Tremont Opportunity Fund LLC
Oppenheimer Trinity Core Fund
Oppenheimer Trinity Large Cap Growth Fund
Oppenheimer Trinity Value Fund
Oppenheimer U.S. Government Trust
Oppenheimer Variable Account Funds (10 series):
     Oppenheimer Aggressive Growth Fund/VA
     Oppenheimer Bond Fund/VA
     Oppenheimer Capital Appreciation Fund/VA
     Oppenheimer Global Securities Fund/VA
     Oppenheimer High Income Fund/VA
     Oppenheimer Main Street Growth & Income Fund/VA
     Oppenheimer Main Street Small Cap Fund/VA
     Oppenheimer Money Fund/VA
     Oppenheimer Multiple Strategies Fund/VA
     Oppenheimer Strategic Bond Fund/VA
Panorama Series Fund, Inc. (4 series):
     Growth Portfolio
     Government Securities Portfolio
     International Growth Fund/VA
     Total Return Portfolio
Rochester Fund Municipals

The address of the Oppenheimer funds listed above,  Shareholder  Financial  Services,  Inc.,  Shareholder  Services,  Inc.,
OppenheimerFunds  Services,  Centennial  Asset Management  Corporation,  Centennial  Capital Corp.,  Oppenheimer Real Asset
Management, Inc. and OppenheimerFunds Legacy Program is 6803 South Tucson Way, Englewood, Colorado 80112.

The  address  of  OppenheimerFunds,   Inc.,  OppenheimerFunds  Distributor,   Inc.,  HarbourView  Asset  Management  Corp.,
Oppenheimer Partnership Holdings,  Inc., Oppenheimer  Acquisition Corp., OFI Private Investments,  Inc., OAM Institutional,
Inc. and Oppenheimer Trust Company is 498 Seventh Avenue, New York, New York 10018.

The address of Tremont Advisers, Inc. is 555 Theodore Fremd Avenue, Suite 206-C, Rye, New York 10580.

The address of OppenheimerFunds International Ltd. is Bloc C, Irish Life Center, Lower Abbey Street, Dublin 1, Ireland.

The address of Trinity Investment Management Corporation is 301 North Spring Street, Bellefonte, Pennsylvania 16823.

Item 27. Principal Underwriter
- ------------------------------

(a)      OppenheimerFunds  Distributor,  Inc. is the Distributor of the Service shares.  It is also the Distributor of each
of the other registered  open-end  investment  companies for which  OppenheimerFunds,  Inc. is the investment  adviser,  as
described in Part A and B of this Registration  Statement and listed in Item 26(b) above (except  Oppenheimer  Multi-Sector
Income Trust and Panorama Series Fund, Inc.) and for MassMutual Institutional Funds.

(b)      The directors and officers of the Registrant's principal underwriter are:

- ----------------------------------------------- ------------------------------------ ---------------------------------
Name & Principal                           Position & Office               Position and Office
Business Address                                with Underwriter                     with Registrant
- ----------------------------------------------- ------------------------------------ ---------------------------------
Robert Agan(1)                                Vice President                       None
Janette Aprilante(1)                          Secretary                            None
Jason R. Bach
3264 Winthrop Cricle
Marietta, GA 30067                            Vice President                       None
Kathleen Beichert(1)                          Vice President                       None
Gabriella Bercze(2)                           Vice President                       None
Douglas S. Blankenship
17011 Woodbark
Spring, TX 77379                              Vice President                       None
Tracey Blinzler(1)                            Assistant Vice President             None
Kevin Bonner(1)                               Vice President                       None
L. Scott Brooks(2)                            Vice President                       None
Kevin E. Brosmith
170 Phillip Court
Lake Bluff, IL 60044                          Senior Vice President                None
Jeffrey W. Bryan(2)                           Vice President                       None
Susan Burton
412 Towne Green Circle
Addison, TX 75001                             Vice President                       None
Kathleen Mary Byron
6 Dahlia Drive
Irvine, CA 92618                              Vice President                       None
Robert A. Coli
12 White Tail Lane
Bedminster, NJ 07921                          Vice President                       None
Jill E. Crockett(2)                           Assistant Vice President             None
Jeffrey D. Damia(2)                           Vice President                       None
John Davis(2)                                 Assistant Vice President             None
Stephen J. Demetrovits(2)                     Vice President                       None
Michael W. Dickson
21 Trinity Avenue
Glastonbury, CT 06033                         Vice President                       None
Joseph A. DiMauro
244 McKinley Avenue
Grosse Pointe Farms, MI 48236                 Vice President                       None
Steven Dombrower(w)                           Vice President                       None
George P. Dougherty
4090 Redbud Circle
Doylestown, PA 18901                          Vice President                       None
Cliff H. Dunteman
1196 Fieldstone Dr.
Crystal Lake, IL 60014-1642                   Vice President                       None
John Eiler(2)                                 Vice President                       None
Kent M. Elwell
35 Crown Terrace
Yardley, PA 19067                             Vice President                       None
Gregg A. Everett
7124 Trysail Circle
Tampa, FL 33607                               Vice President                       None
George R. Fahey
9 Townview Court
Flemington, NJ 08822                          Vice President                       None
Eric C. Fallon
10 Worth Circle
Newton, MA 02458                              Vice President                       None
Katherine P. Feld(2)                          Vice President                       Assistant Secretary
Mark J. Ferro(2)                              Vice President                       None
Ronald H. Fielding(3)                         Vice President                       None
Patrick W. Flynn (1)                          Senior Vice President                None
John E. Forrest(2)                            Senior Vice President                None
John ("J) Fortuna(2)                          Vice President                       None
P. Lyman Foster(2)                            Senior Vice President                None
Luiggino J. Galleto
10302 Riesling Court
Charlotte, NC 28277                           Vice President                       None
Michelle M. Gans
2700 Polk Street, Apt. #9
San Francisco, CA 94109                       Vice President                       None
Lucio Giliberti
6 Cyndi Court
Flemington, NJ 08822                          Vice President                       None
Raquel Granahan(2)                            Vice President                       None
Ralph Grant(2)                                Senior Vice President                None
Michael D. Guman
3913 Pleasant Avenue
Allentown, PA 18103                           Vice President                       None
Tonya N. Hammet
2612 W. Grand Reserve Circle #227
Clearwater, FL 33759                          Assistant Vice President             None
Clifford W. Heidinger
90 Gates Street
Portsmouth, NH 03801                          Vice President                       None
Phillipe D. Hemery
184 Park Avenue
Rochester, NY 14607                           Vice President                       None
Elyse R. Jurman Herman
1194 Hillsboro Mile, Villa 51
Hillsboro Beach, FL  33062                    Vice President                       None
Wendy G. Hetson
4 Craig Street
Jericho, NY 11753                             Vice President                       None
Kristen L. Heyburn
2315 Mimosa Drive #2
Houston, TX 77019                             Vice President                       None
William E. Hortz(2)                           Vice President                       None
Edward Hrybenko(2)                            Vice President                       None
Brian F. Husch(2)                             Vice President                       None
Richard L. Hymes(2)                           Assistant Vice President             None
Kathleen T. Ives(1)                           Vice President                       Assistant Secretary
Eric K. Johnson
28 Oxford Avenue
Mill Valley, CA 94941                         Vice President                       None
Mark D. Johnson
15792 Scenic Green Court
Chesterfield, MO 63017                        Vice President                       None
John S. Kavanaugh
2 Cervantes, Apt. #301
San Francisco, CA 94123                       Vice President                       None
Christina J. Keller(2)                        Vice President                       None
Brian G. Kelly
60 Larkspur Road
Fairfield, CT 06430                           Vice President                       None
Michael Keogh(2)                              Vice President                       None
Lisa Klassen(1)                               Assistant Vice President             None
Richard Klein
4820 Fremont Avenue So.
Minneapolis, MN 55409                         Senior Vice President                None
Richard Knott(2)                              Vice President                       None
Dean Kopperud(2)                              Senior Vice President                None
Brent A. Krantz
P. O. Box 1313
Seahurst, WA 98062                            Senior Vice President                None
David T. Kuzia
9697 S. Golden Eagle Dr.
Highlands, CO 80126                           Vice President                       None
Tracey Lange(2)                               Vice President                       None
Paul R. LeMire                                Vice President                       None
Dawn Lind
21 Meadow Lane
Rockville Centre, NY 11570                    Vice President                       None
Malissa Lischin(2)                            Assistant Vice President             None
James V. Loehle
30 Wesley Hill Lane
Warwick, NY 10990                             Vice President                       None
John J. Lynch
5341 Ellsworth
Dallas, TX 75206                              Vice President                       None
Mark Macken
462 Lincoln Avenue
Sayville, NY 11782                            Vice President                       None
Michael Magee(2)                              Vice President                       None
Steven C. Manns
1941 W. Wolfram
Chicago, IL 60657                             Vice President                       None
Todd A. Marion
3 St. Marks Place
Cold Spring Harbor, NY 11724                  Vice President                       None
David M. Martin
10155 S. Woodrose Lane
Highlands Ranch, CO 80126                     Vice President                       None
LuAnn Mascia(2)                               Assistant Vice President             None
Theresa-Marie Maynier
2421 Charlotte Drive
Charlotte, NC 28203                           Vice President                       None
Anthony P. Mazzariello
704 Beaver Road
Leetsdale, PA 15056                           Vice President                       None
John C. McDonough
3812 Leland Street
Chevy Chase, MD 20815                         Vice President                       None
Kent C. McGowan
18424 12th Avenue West
Lynnwood, WA 98037                            Vice President                       None
John V. Murphy(2)                             Director                             President, Principal Executive Officer
and Trustee/Director
Wendy Jean Murray
32 Carolin Road
Upper Montclair, NJ 07043                     Vice President                       None
Christina Nasta(2)                            Assistant Vice President             None
Kevin P. Neznek(2)                            Vice President                       None
Chad V. Noel
2408 Eagleridge Drive
Henderson, NV 89014                           Vice President                       None
Raymond C. Olson(1)                           Assistant Vice President & Treasurer None
Gayle E. Pereira
2707 Via Arboleda
San Clemente, CA 92672                        Vice President                       None
Brian C. Perkes
8734 Shady Shore Drive
Frisco, TX 75034                              Vice President                       None
Charles K. Pettit
22 Fall Meadow Drive
Pittsford, NY 14534                           Vice President                       None
William L. Presutti
238 Kemp Avenue
Fair Haven, NJ 07704                          Vice President                       None
Elaine Puleo-Carter(2)                        Senior Vice President                None
Christopher L. Quinson
19 Cayuga Street
Rye, NY 10580                                 Vice President                       None
Minnie Ra
100 Dolores Street, #203
Carmel, CA 93923                              Vice President                       None
Heather Rabinowitz(2)                         Assistant Vice President             None
Gary D. Rakan
25031 Woodridge Triangle
Farmington, MI 48335                          Vice President                       None
Michael A. Raso
16 N. Chatsworth Ave., Apt. 301
Larchmont, NY 10538                           Vice President                       None
Douglas Rentschler
677 Middlesex Road
Grosse Pointe Park, MI 48230                  Vice President                       None
Louis H. Reynolds                             Vice President                       None
Michelle Simone Richter(2)                    Vice President                       None
Ruxandra Risko(2)                             Vice President                       None
David R. Robertson(2)                         Senior Vice President                None
Kenneth A. Rosenson
24753 Bantage Point Terr.
Malibu, CA 90265                              Vice President                       None
James H. Ruff(2)                              President & Director                 None
William R. Rylander
85 Evergreen Road
Vernon, CT 06066                              Vice President                       None
Thomas Sabow(2)                               Vice President                       None
Alfredo Scalzo
9616 Lake Chase Island Way
Tampa, FL 33626                               Vice President                       None
Michael Sciortino
785 Beau Chene Drive
Mandeville, LA 70471                          Vice President                       None
Eric Sharp
862 McNeill Circle
Woodland, CA 95695                            Vice President                       None
Debbie Simon(2)                               Vice President                       None
Douglas Bruce Smith
808 South 194th Street
Seattle,WA 98148                              Vice President                       None
William A. Spetrino
7631 Yennicook Way
Hudson, OH 44236                              Vice President                       None
Bryan Stein(2)                                Vice President                       None
John Stoma(2)                                 Senior Vice President                None
Brian C. Summe
239 N. Colony Drive
Edgewood, KY 41017                            Vice President                       None
Michael Sussman(2)                            Assistant Vice President             None
George T. Sweeney
5 Smoke House Lane
Hummelstown, PA 17036                         Senior Vice President                None
 Scott McGregor Tatum
 704 Inwood
Southlake, TX 76092                           Vice President                       None
James Taylor(2)                               Assistant Vice President             None
Martin Telles(2)                              Senior Vice President                None
David G. Thomas
1328 N. Cleveland Street
Arlington, VA 22201                           Vice President                       None
Bryan K.Toma
14575 S. Gallery
Olathe, KS 66062                              Vice President                       None
Floyd A. Tucker
1930 W. Barry Ave., #2
Chicago, IL 60657                             Vice President                       None
Tanya Valency(2)                              Vice President                       None
Mark Vandehey(1)                              Vice President                       None
Vincent Vermete                               Assistant Vice President             None
Teresa Ward(1)                                Vice President                       None
Michael J. Weigner
4905 W. San Nicholas Street
Tampa, FL 33629                               Vice President                       None
Donn Weise
3249 Earlmar Drive
Los Angeles, CA 90064                         Vice President                       None
Catherine White(2)                            Assistant Vice President             None
Thomas Wilson(2)                              Vice President                       None
Donna Winn(2)                                 Senior Vice President                None
Philip Witkower(2)                            Senior Vice President                None
Cary Patrick Wozniak
18808 Bravata Court
San Diego, CA 92128                           Vice President                       None
Gregor D. Yuska
16035 Canterbury Estates Dr.
Ellisville, MO 63021                          Vice President                       None
Robert G. Zack(2)                             General Counsel & Director       Vice President and Secretary

(1)6803 South Tucson Way, Centennial, CO 80112-3924
(2)498 Seventh Avenue, New York, NY 10018
(3)350 Linden Oaks, Rochester, NY 14623

(c)      Not applicable.

Item 28. Location of Accounts and Records
- -----------------------------------------

The  accounts,  books and other  documents  required  to be  maintained  by  Registrant  pursuant  to Section  31(a) of the
Investment  Company Act of 1940 and rules  promulgated  thereunder are in the possession of  OppenheimerFunds,  Inc. at its
offices at 6803 South Tucson Way, Centennial, Colorado 80112.

Item 29. Management Services
- ----------------------------

Not applicable

Item 30. Undertakings
- ---------------------

Not applicable.

                                                        SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1933 and/or the Investment  Company Act of 1940, the Registrant has
duly caused this Registration  Statement to be signed on its behalf by the undersigned,  thereunto duly authorized,  in the
County of Arapahoe and State of Colorado on the 8th day of October, 2002.

                                                     Oppenheimer Variable Account Funds

                                                     By:  /s/ John V. Murphy*
                                                     ---------------------------------------------
                                                     John V. Murphy, President,
                                                                                             Principal  Executive Officer &
Trustee

Pursuant to the  requirements  of the  Securities  Act of 1933,  this  Registration  Statement has been signed below by the
following persons in the capacities on the dates indicated:

Signatures                                           Title                                   Date
- ----------                                           -----                                   ----


/s/ James C. Swain*
- -----------------------                   Chairman & Trustee                    October 8, 2002
James C. Swain

/s/ John V. Murphy*                       President, Principal                      October 8, 2002
- ------------------------                  Executive Officer
John V. Murphy                            and Trustee

/s/ Brian W. Wixted*                      Treasurer and Principal                   October 8, 2002
- -------------------------                 Financial and
Brian W. Wixted                           Accounting Officer

/s/ William L. Armstrong*                 Trustee                                   October 8, 2002
- -------------------------------
William L. Armstrong

/s/ Robert G. Avis*                       Trustee                                   October 8, 2002
- ----------------------
Robert G. Avis

/s/ George Bowen*                         Trustee                                   October 8, 2002
- ----------------------
George Bowen

/s/ Edward Cameron*                       Trustee                                   October 8, 2002
- ------------------------
Edward Cameron

/s/ Jon S. Fossel*                        Trustee                                   October 8, 2002
- --------------------
Jon S. Fossel

/s/ Sam Freedman*                         Trustee                                   October 8, 2002
- ----------------------
Sam Freedman

/s/ Beverly L. Hamilton*
- ------------------------------            Trustee                                   October 8, 2002
Beverly L. Hamilton

/s/ Robert J. Malone*
- --------------------------                Trustee                                   October 8, 2002
Robert J. Malone

/s/ F. William Marshall, Jr.*             Trustee                                   October 8, 2002
- --------------------------------
F. William Marshall, Jr.


*By: /s/ Robert G. Zack
- -----------------------------------------
Robert G. Zack, Attorney-in-Fact

                                            OPPENHEIMER VARIABLE ACCOUNT FUNDS

                                              Post-Effective Amendment No. 37

                                                 Registration No. 2-93177

                                                       EXHIBIT INDEX

23(a)                              Thirteenth Amended and Restated Declaration of Trust.

23(c)(xxi)                         Oppenheimer Value Fund/VA Service class specimen share certificate

EX-99

                               THIRTEENTH AMENDED AND RESTATED DECLARATION OF TRUST

                                                        OF


                                        OPPENHEIMER VARIABLE ACCOUNT FUNDS



         This THIRTEENTH  AMENDED AND RESTATED  DECLARATION OF TRUST,  made as of the 27th day of August,  2002, by
and among the individuals  executing this  Thirteenth  Restated  Declaration of Trust as the Trustees,  and amended
and restated this 27th day of August, 2002.

         WHEREAS,  (i) by Declaration of Trust dated August 28, 1984,  the Trustees  established a Trust  initially
named Oppenheimer  Variable Life Funds, a trust fund under the laws of the Commonwealth of  Massachusetts,  for the
investment and reinvestment of funds  contributed  thereto,  (ii) by the First Restated  Declaration of Trust dated
March 11, 1986,  the Trustees  amended and restated said  Declaration  of Trust to create two new Series of Shares,
(iii) by the Second  Restated  Declaration  of Trust  dated  August 15,  1986,  the  Trustees  further  amended and
restated said  Declaration  of Trust to change the Trust's name to Oppenheimer  Variable  Account Funds and to make
certain  other  changes,  (iv) by the Third  Restated  Declaration  of Trust dated  October 21, 1986,  the Trustees
amended  and  restated  said  Declaration  of Trust to create a new  Series of Shares,  (v) by the Fourth  Restated
Declaration  of Trust dated June 4, 1990, the Trustees  amended and restated said  Declaration of Trust to create a
new Series of Shares,  (vi) by the Fifth  Restated  Declaration  of Trust dated  February  25,  1993,  the Trustees
amended  and  restated  said  Declaration  of Trust to create a new Series of Shares,  (vii) by the Sixth  Restated
Declaration  of Trust dated  February 28, 1995,  the Trustees  amended and restated  said  Declaration  of Trust to
create a new Series of Shares,  (viii) by the Seventh  Restated  Declaration  of Trust dated December 16, 1997, the
Trustees  amended and restated  said  Declaration  of Trust to create two new Series of Shares,  (ix) by the Eighth
Restated  Declaration  of Trust dated May 1, 1998, the Trustees  amended and restated said  Declaration of Trust to
create a new class of Shares  for each  Series  and to change the names of two  Series,  (x) by the Ninth  Restated
Declaration of Trust dated May 1, 1999, the Trustees  amended and restated such  Declaration of Trust to change the
names of all ten series,  (xi) by the Tenth Restated  Declaration of Trust dated May 1, 2000, the Trustees  amended
and  restated  such  Declaration  of Trust to change the name of the Class  previously  designated  as "Class 2" to
"Service Shares",  (xii) by the Eleventh  Restated  Declaration of Trust dated September 20, 2000; such Declaration
of Trust was amended and restated to incorporate  changes  approved at the  Shareholder  meeting held September 20,
2000, and (xiii) by the Twelfth Amended and Restated  Declaration of Trust dated May 1, 2001, the Trustees  changed
the name of one series;

         WHEREAS,  the Trustees  desire to further amend such  Declaration  of Trust,  as amended and restated;  to
establish and designate a new series and to change the registered agent fir service of process.

         NOW,  THEREFORE,  the Trustees declare that all money and property held or delivered to the Trust shall be
held and managed  under this  Thirteenth  Amended and  Restated  Declaration  of Trust IN TRUST as herein set forth
below.

         ARTICLE FIRST - NAME
         -------------   ----

         This Trust shall be known as  OPPENHEIMER  VARIABLE  ACCOUNT FUNDS.  The address of  Oppenheimer  Variable
Account Funds is 6803 South Tucson Way,  Centennial,  Colorado 80112.  The Registered  Agent of Service for Process
is CT Corporation System, 101 Federal Street, Boston, MA 02110.

         ARTICLE SECOND - DEFINITIONS
         --------------   -----------

         Whenever used herein, unless otherwise required by the context or specifically provided:

         1.       All terms used in this  Declaration  of Trust that are  defined in the 1940 Act  (defined  below)
shall have the meanings given to them in the 1940 Act.

         2.       "1940 Act"  refers to the  Investment  Company Act of 1940 and the Rules and  Regulations  of the
Commission thereunder, all as amended from time to time.

         3.       "Board" or "Board of Trustees" or the "Trustees" means the Board of Trustees of the Trust.

         4.       "By-Laws" means the By-Laws of the Trust as amended from time to time.

         5.       "Class" means a class of a series of shares of the Trust  established and designated  under or in
accordance with the provisions of Article FOURTH.

         6.       "Commission" means the Securities and Exchange Commission.

7.       "Declaration  of Trust" shall mean this Twelfth  Amended and  Restated  Declaration  of Trust as it may be
                  amended or restated from time to time.

8.       "Majority Vote of  Shareholders"  shall mean,  with respect to any matter on which the Shares of the Trust
or of a Series or Class  thereof,  as the case may be,  may be voted,  the "vote of a majority  of the  outstanding
voting  securities" (as defined in the 1940 Act or the rules and  regulations of the Commission  thereunder) of the
Trust or such Series or Class, as the case may be.

         9.       "Net asset value" means,  with respect to any Share of any Series,  (i) in the case of a Share of
a Series whose Shares are not divided into Classes,  the quotient  obtained by dividing the value of the net assets
of that Series  (being the value of the assets  belonging  to that Series less the  liabilities  belonging  to that
Series) by the total  number of Shares of that  Series  outstanding,  and (ii) in the case of a Share of a Class of
Shares of a Series whose Shares are divided into  Classes,  the quotient  obtained by dividing the value of the net
assets of that Series  allocable  to such Class (being the value of the assets  belonging to that Series  allocable
to such  Class  less the  liabilities  belonging  to such  Class)  by the total  number  of  Shares  of such  Class
outstanding;  all determined in accordance  with the methods and procedures,  including  without  limitation  those
with respect to rounding, established by the Trustees from time to time.

         10.      "Series"  refers  to  series  of shares  of the  Trust  established  and  designated  under or in
accordance with the provisions of Article FOURTH.

         11.      "Shareholder" means a record owner of Shares of the Trust.

         12.      "Shares" refers to the transferable  units of interest into which the beneficial  interest in the
Trust or any Series or Class of the Trust (as the  context  may  require)  shall be  divided  from time to time and
includes fractions of Shares as well as whole Shares.

         13.      "Trust"  refers to the  Massachusetts  business trust created by this  Declaration  of Trust,  as
amended or restated from time to time.

         14.      "Trustees"  refers to the  individual  trustees in their  capacity as trustees  hereunder  of the
Trust and their successor or successors for the time being in office as such trustees.

         ARTICLE THIRD - PURPOSE OF TRUST
         -------------   ----------------

         The  purpose or  purposes  for which the Trust is formed  and the  business  or objects to be  transacted,
carried on and promoted by it are as follows:

         1.       To hold,  invest or reinvest its funds,  and in  connection  therewith to hold part or all of its
funds in cash,  and to purchase or otherwise  acquire,  hold for  investment  or  otherwise,  sell,  lend,  pledge,
mortgage,  write options on, lease, sell short, assign,  negotiate,  transfer,  exchange or otherwise dispose of or
turn to account or realize upon,  securities  (which term  "securities"  shall for the purposes of this Declaration
of Trust, without limitation of the generality thereof, be deemed to include any stocks,  shares, bonds,  financial
futures contracts,  indexes,  debentures,  notes, mortgages or other obligations,  and any certificates,  receipts,
warrants or other  instruments  representing  rights to receive,  purchase or subscribe for the same, or evidencing
or  representing  any other rights or  interests  therein,  or in any property or assets)  created or issued by any
issuer  (which term  "issuer"  shall for the  purposes of this  Declaration  of Trust,  without  limitation  of the
generality thereof,  be deemed to include any persons,  firms,  associations,  corporations,  syndicates,  business
trusts,  partnerships,  investment companies,  combinations,  organizations,  governments, or subdivisions thereof)
and in financial  instruments  (whether they are  considered as securities  or  commodities);  and to exercise,  as
owner or holder of any securities or financial  instruments,  all rights, powers and privileges in respect thereof;
and to do any and all acts and things for the  preservation,  protection,  improvement  and enhancement in value of
any or all such securities or financial instruments.

         2.       To borrow  money and pledge  assets in  connection  with any of the  objects or  purposes  of the
Trust,  and to issue notes or other  obligations  evidencing such  borrowings,  to the extent permitted by the 1940
Act and by the Trust's fundamental investment policies under the 1940 Act.


         3.       To issue and sell its  Shares in such  Series  and  Classes  and  amounts  and on such  terms and
conditions,  for such purposes and for such amount or kind of consideration  (including without limitation thereto,
securities) now or hereafter  permitted by the laws of the  Commonwealth of  Massachusetts  and by this Declaration
of Trust, as the Trustees may determine.


         4.       To purchase or otherwise acquire, hold, dispose of, resell,  transfer,  reissue, redeem or cancel
its Shares,  or to classify or reclassify  any unissued  Shares or any Shares  previously  issued and reacquired of
any Series or Class into one or more Series or Classes that may have been  established  and designated from time to
time,  all without  the vote or consent of the  Shareholders  of the Trust,  in any manner and to the extent now or
hereafter permitted by this Declaration of Trust.

         5.       To conduct its  business in all its  branches at one or more  offices in New York,  Colorado  and
elsewhere in any part of the world, without restriction or limit as to extent.

         6.       To carry out all or any of the  foregoing  objects and purposes as principal or agent,  and alone
or with  associates or to the extent now or hereafter  permitted by the laws of  Massachusetts,  as a member of, or
as the owner or holder of any  securities  or other  instruments  of, or share of interest  in, any issuer,  and in
connection  therewith  or make or enter  into such  deeds or  contracts  with any  issuers  and to do such acts and
things and to exercise such powers, as a natural person could lawfully make, enter into, do or exercise.


         7.       To do any and all such further  acts and things and to exercise  any and all such further  powers
as may be necessary,  incidental,  relative, conducive,  appropriate or desirable for the accomplishment,  carrying
out or attainment of all or any of the foregoing purposes or objects.

              The  foregoing  objects and purposes  shall,  except as otherwise  expressly  provided,  be in no way
limited or  restricted  by  reference  to, or  inference  from,  the terms of any other clause of this or any other
Article of this  Declaration of Trust,  and shall each be regarded as  independent  and construed as powers as well
as objects and purposes,  and the  enumeration of specific  purposes,  objects and powers shall not be construed to
limit or restrict in any manner the meaning of general  terms or the general  powers of the Trust now or  hereafter
conferred by the laws of the  Commonwealth  of  Massachusetts  nor shall the  expression  of one thing be deemed to
exclude another, though it be of a similar or dissimilar nature, not expressed;  provided,  however, that the Trust
shall not carry on any business,  or exercise any powers,  in any state,  territory,  district or country except to
the extent that the same may lawfully be carried on or exercised under the laws thereof.


         ARTICLE FOURTH - SHARES
         --------------   ------

         1.   The  beneficial  interest in the Trust  shall be divided  into  Shares,  all with $.001 par value per
share, but the Trustees shall have the authority from time to time,  without  obtaining  shareholder  approval,  to
create one or more Series of Shares in addition to the Series  specifically  established  and  designated in part 3
of this  Article  FOURTH,  and to divide the shares of any Series  into two or more  Classes  pursuant to part 2 of
this Article FOURTH,  all as they deem necessary or desirable,  to establish and designate such Series and Classes,
and to fix and determine the relative rights and  preferences as between the different  Series of Shares or Classes
as to right of redemption and the price,  terms and manner of redemption,  liabilities  and expenses to be borne by
any Series or Class,  special and  relative  rights as to dividends  and other  distributions  and on  liquidation,
sinking or purchase fund provisions,  conversion on liquidation,  conversion rights, and conditions under which the
several Series or Classes shall have  individual  voting rights or no voting  rights.  Except as established by the
Trustees with respect to such Series or Classes,  pursuant to the provisions of this Article FOURTH,  and except as
otherwise provided herein, all Shares of the different Series and Classes of a Series, if any, shall be identical.

                  (a)      The number of  authorized  Shares and the number of Shares of each Series and each Class
of a Series  that may be issued is  unlimited,  and the  Trustees  may issue  Shares of any  Series or Class of any
Series for such  consideration  and on such terms as they may determine (or for no  consideration  if pursuant to a
Share  dividend or  split-up),  or may reduce the number of issued Shares of a Series or Class in proportion to the
relative  net  asset  value of the  Shares  of such  Series  or  Class,  all  without  action  or  approval  of the
Shareholders.  All  Shares  when so  issued  on the  terms  determined  by the  Trustees  shall be  fully  paid and
non-assessable.  The Trustees may classify or reclassify any unissued  Shares or any Shares  previously  issued and
reacquired of any Series into one or more Series or Classes of Series that may be established  and designated  from
time to time.  The  Trustees  may hold as  treasury  Shares (of the same or some other  Series),  reissue  for such
consideration  and on such terms as they may  determine,  or cancel,  at their  discretion  from time to time,  any
Shares reacquired by the Trust.

                  (b)      The  establishment  and designation of any Series or any Class of any Series in addition
to that  established  and  designated  in part 3 of this  Article  FOURTH  shall be  effective  upon either (i) the
execution by a majority of the Trustees of an instrument  setting forth such  establishment and designation and the
relative  rights and preferences of such Series or such Class of such Series,  whether  directly in such instrument
or by reference to, or approval of, another  document that sets forth such relative  rights and  preferences of the
Series or any Class of any Series  including,  without  limitation,  any registration  statement of the Trust, (ii)
upon the  execution of an  instrument  in writing by an officer of the Trust  pursuant to the vote of a majority of
the  Trustees,  or (iii) as  otherwise  provided  in either such  instrument.  At any time that there are no Shares
outstanding  of any  particular  Series or Class  previously  established  and  designated,  the Trustees may by an
instrument  executed by a majority of their  number or by an officer of the Trust  pursuant to a vote of a majority
of the  Trustees  abolish that Series or Class and the  establishment  and  designation  thereof.  Each  instrument
referred to in this paragraph  shall be an amendment to this  Declaration  of Trust,  and the Trustees may make any
such amendment without shareholder approval.

                  (c)      Any  Trustee,  officer or other agent of the Trust,  and any  organization  in which any
such person is  interested  may  acquire,  own,  hold and dispose of Shares of any Series or Class of any Series of
the Trust to the same  extent as if such person  were not a Trustee,  officer or other agent of the Trust;  and the
Trust  may  issue and sell or cause to be issued  and sold and may  purchase  Shares of any  Series or Class of any
Series to or from any such person or any such organization  subject only to the general  limitations,  restrictions
or other provisions applicable to the sale or purchase of Shares of such Series or Class generally.

         2.       (a)      Classes.  The Trustees shall have the exclusive authority from time to time, without
                           -------
obtaining shareholder approval, to divide the Shares of any Series into two or more Classes as they deem
necessary or desirable, and to establish and designate such Classes.  In such event, each Class of a Series shall
represent interests in the designated Series of the Trust and have such voting, dividend, liquidation and other
rights as may be established and designated by the Trustees.  Expenses and liabilities related directly or
indirectly to the Shares of a Class of a Series may be borne solely by such Class (as shall be determined by the
Trustees) and, as provided in this Article FOURTH.  The bearing of expenses and liabilities solely by a Class of
Shares of a Series shall be appropriately reflected (in the manner determined by the Trustees) in the net asset
value, dividend and liquidation rights of the Shares of such Class of a Series.  The division of the Shares of a
Series into Classes and the terms and conditions pursuant to which the Shares of the Classes of a Series will be
issued must be made in compliance with the 1940 Act.  No division of Shares of a Series into Classes shall result
in the creation of a Class of Shares having a preference as to dividends or distributions or a preference in the
event of any liquidation, termination or winding up of the Trust, to the extent such a preference is prohibited
by Section 18 of the 1940 Act as to the Trust.  The fact that a Series shall have initially been established and
designated without any specific establishment or designation of Classes (i.e., that all Shares of such Series are
                                                                         ----
initially of a single Class), or that a Series shall have more than one established and designated Class, shall
not limit the authority of the Trustees to establish and designate separate Classes, or one or more additional
Classes, of said Series without approval of the holders of the initial Class thereof, or previously established
and designated Class or Classes thereof.

                  (b)      Class Differences.  The relative rights and preferences of the Classes of any Series
                           -----------------
may differ in such other respects as the Trustees may determine to be appropriate in their sole discretion,
provided that such differences are set forth in the instrument establishing and designating such Classes and
executed by a majority of the Trustees (or by an instrument executed by an officer of the Trust pursuant to a
vote of a majority of the Trustees).

         The relative  rights and  preferences  of each Class of Shares  shall be the same in all  respects  except
that, and unless and until the Board of Trustees shall  determine  otherwise:  (i) when a vote of  Shareholders  is
required  under this  Declaration  of Trust or when a meeting of  Shareholders  is called by the Board of Trustees,
the Shares of a Class  shall vote  exclusively  on matters  that  affect that Class  only;  (ii) the  expenses  and
liabilities  related to a Class shall be borne solely by such Class (as  determined  and allocated to such Class by
the  Trustees  from time to time in a manner  consistent  with  parts 2 and 3 of this  Article  FOURTH);  and (iii)
pursuant to part 10 of Article  NINTH,  the Shares of each Class shall have such other  rights and  preferences  as
are set forth  from time to time in the then  effective  prospectus  and/or  statement  of  additional  information
relating to the Shares.  Dividends  and  distributions  on each Class of Shares may differ from the  dividends  and
distributions  on any other such  Class,  and the net asset  value of each Class of Shares may differ  from the net
asset value of any other such Class.

         3.      Without  limiting the authority of the Trustees set forth in parts 1 and 2 of this Article  FOURTH
to establish and designate any further Series or Classes of Series,  the Trustees have  previously  established and
designated ten Series of Shares:  "Oppenheimer Money Fund/VA,"  "Oppenheimer Bond Fund/VA" and "Oppenheimer Capital
Appreciation  Fund/VA (formerly  "Oppenheimer Growth Fund" established by the Declaration of Trust dated August 28,
1984 and renamed by the Ninth Restated  Declaration of Trust dated May 1, 1999);  "Oppenheimer High Income Fund/VA"
and "Oppenheimer  Aggressive Growth Fund/VA" (formerly  "Oppenheimer  Capital Appreciation Fund" established by the
First Restated  Declaration of Trust dated March 11, 1986 and renamed by the Eighth  Restated  Declaration of Trust
dated May 1, 1998);  "Oppenheimer  Multiple Strategies  Fund/VA,"  established by the Third Restated Declaration of
Trust  dated  October  21,  1986;  "Oppenheimer  Global  Securities  Fund/VA"  established  by the Fourth  Restated
Declaration of Trust dated June 4, 1990;  "Oppenheimer  Strategic  Bond Fund/VA"  established by the Fifth Restated
Declaration  of Trust dated  February  25,  1993;  "Oppenheimer  Main  Street  Growth & Income  Fund/VA"  (formerly
"Oppenheimer  Growth & Income Fund" established by the Sixth Restated  Declaration of Trust dated February 28, 1995
and renamed by the Ninth  Restated  Declaration  of Trust dated May 1, 1999);  "Oppenheimer  Main Street  Small Cap
Fund/VA"  established  by the Seventh  Restated  Declaration  of Trust dated  December  16, 1997  (initially  named
"Oppenheimer  Discovery Fund" and renamed "Oppenheimer Small Cap Growth Fund" by the Eighth Restated Declaration of
Trust dated May 1, 1998 and further  renamed  "Oppenheimer  Main Street Small Cap Fund/VA" by the Twelfth  Restated
Declaration of Trust dated May 1, 2001);  and the Trustees hereby  establish and designate as the eleventh  Series,
"Oppenheimer Value Fund/VA"  established by this Thirteenth Amended and Restated  Declaration of Trust dated August
27, 2002. The Shares of Oppenheimer  Money Fund/VA,  Oppenheimer  High Income  Fund/VA,  Oppenheimer  Bond Fund/VA,
Oppenheimer Global Securities Fund/VA,  Oppenheimer  Aggressive Growth Fund/VA,  Oppenheimer  Capital  Appreciation
Fund/VA,  Oppenheimer  Multiple Strategies  Fund/VA,  Oppenheimer  Strategic Bond Fund/VA,  Oppenheimer Main Street
Growth & Income  Fund/VA,  and  Oppenheimer  Main Street  Small Cap Fund/VA have  previously  been divided into two
Classes,  and  Oppenheimer  Value  Fund/VA is hereby  divided into two Classes,  as follows:  (i) the Shares of the
Class of each Series  outstanding  since the inception of that Series have no class designation other than the name
of the Series set forth above;  and (ii) the Shares of the Class  initially  issued upon the division of the Shares
of each  Series  into two  Classes  pursuant  to the Eighth  Restated  Declaration  of Trust ted  "Service  Shares"
pursuant t (formerly  "Class 2 shares")  established by the Eighth Restated  Declaration of Trust dated May 1, 1998
and  renamed  by the  Tenth  Restated  Declaration  of Trust  dated  May 1,  2000,  and the  shares of the Class of
Oppenheimer Value Fund/VA  established  hereby,  are named "Service Shares." The Trustees  terminated the Series of
Shares,  "Oppenheimer  Real Asset Fund," that was  established by the SEVENTH  Restated  Declaration of Trust dated
December 16, 1997,  for which no shares were ever issued.  In addition to the rights and  preferences  described in
parts 1 and 2 of this  Article  FOURTH  with  respect to Series and  Classes,  the Series and  Classes  established
hereby shall have the relative rights and preferences  described in this part 3 of this Article FOURTH.  The Shares
of any further  Series or Classes that may from time to time be  established  and  designated by the Trustees shall
(unless  the  Trustees  otherwise  determine  with  respect  to some  further  Series  or  Classes  at the  time of
establishing and designating the same) have the following relative rights and preferences:

                  (a)      Assets  Belonging to Series or Class.  All  consideration  received by the Trust for the
                           ------------------------------------
issue or sale of Shares  of a  particular  Series or any Class  thereof,  together  with all  assets in which  such
consideration  is invested or  reinvested,  all income,  earnings,  profits,  and proceeds  thereof,  including any
proceeds  derived from the sale,  exchange or  liquidation of such assets,  and any funds or payments  derived from
any  reinvestment of such proceeds in whatever form the same may be, shall  irrevocably  belong to that Series (and
may be allocated to any Classes  thereof) for all purposes,  subject only to the rights of creditors,  and shall be
so recorded upon the books of account of the Trust. Such consideration,  assets,  income,  earnings,  profits,  and
proceeds  thereof,  including any proceeds derived from the sale,  exchange or liquidation of such assets,  and any
funds or payments derived from any  reinvestment of such proceeds,  in whatever form the same may be, together with
any  General  Items  allocated  to that Series as provided in the  following  sentence,  are herein  referred to as
"assets  belonging  to" that  Series.  In the event that  there are any  assets,  income,  earnings,  profits,  and
proceeds  thereof,  funds,  or payments which are not readily  identifiable  as belonging to any particular  Series
(collectively  "General  Items"),  the Trustees  shall  allocate such General Items to and among any one or more of
the Series  established  and  designated  from time to time in such manner and on such basis as they, in their sole
discretion,  deem fair and  equitable;  and any General  Items so allocated to a particular  Series shall belong to
that Series (and be allocable to any Classes  thereof).  Each such  allocation by the Trustees  shall be conclusive
and binding upon the  Shareholders  of all Series (and any Classes  thereof) for all purposes.  No  Shareholder  or
former  Shareholder of any Series or Class shall have a claim on or any right to any assets  allocated or belonging
to any other Series or Class.

                  (b)      (1)      Liabilities  Belonging to Series.  The liabilities,  expenses,  costs,  charges
                                    --------------------------------
and  reserves  attributable  to each  Series  shall be  charged  and  allocated  to the  assets  belonging  to each
particular  Series.  Any general  liabilities,  expenses,  costs,  charges and  reserves of the Trust which are not
identifiable  as belonging  to any  particular  Series shall be allocated  and charged by the Trustees to and among
any one or more of the Series  established  and  designated  from time to time in such  manner and on such basis as
the Trustees in their sole  discretion  deem fair and equitable.  The  liabilities,  expenses,  costs,  charges and
reserves  allocated  and so  charged to each  Series are herein  referred  to as  "liabilities  belonging  to" that
Series.  Each  allocation  of  liabilities,  expenses,  costs,  charges  and  reserves  by the  Trustees  shall  be
conclusive and binding upon the shareholders of all Series for all purposes.

              (2)   Liabilities  Belonging  to a Class.  If a Series  is  divided  into more  than one  Class,  the
                    ----------------------------------
liabilities,  expenses,  costs, charges and reserves  attributable to a Class shall be charged and allocated to the
Class to which such liabilities,  expenses,  costs, charges or reserves are attributable.  Any general liabilities,
expenses,  costs,  charges or reserves  belonging  to the Series  which are not  identifiable  as  belonging to any
particular  Class  shall be  allocated  and  charged by the  Trustees  to and among any one or more of the  Classes
established  and  designated  from time to time in such  manner  and on such  basis as the  Trustees  in their sole
discretion  deem fair and  equitable.  The  liabilities,  expenses,  costs,  charges and reserves  allocated and so
charged  to each Class are herein  referred  to as  "liabilities  belonging  to" that  Class.  Each  allocation  of
liabilities,  expenses,  costs,  charges and  reserves by the  Trustees  shall be  conclusive  and binding upon the
holders of all Classes for all purposes.

                  (c)      Dividends.  Dividends and  distributions  on Shares of a particular  Series or Class may
                           ---------
be paid to the  holders of Shares of that Series or Class,  with such  frequency  as the  Trustees  may  determine,
which may be daily or otherwise  pursuant to a standing  resolution or  resolutions  adopted only once or with such
frequency as the Trustees may determine,  from such of the income,  capital gains accrued or realized,  and capital
and surplus,  from the assets  belonging to that  Series,  or in the case of a Class,  belonging to such Series and
being  allocable to such Class, as the Trustees may determine,  after providing for actual and accrued  liabilities
belonging to such Series or Class.  All  dividends  and  distributions  on Shares of a  particular  Series or Class
shall be  distributed  pro rata to the  Shareholders  of such Series or Class in proportion to the number of Shares
of such Series or Class held by such  Shareholders  at the date and time of record  established  for the payment of
such dividends or distributions,  except that in connection with any dividend or distribution  program or procedure
the  Trustees  may  determine  that no  dividend  or  distribution  shall be  payable  on  Shares  as to which  the
Shareholder's  purchase  order  and/or  payment  have not been  received  by the time or times  established  by the
Trustees under such program or procedure.  Such dividends and  distributions  may be made in cash or Shares of that
Series or Class or a  combination  thereof as  determined  by the  Trustees or  pursuant  to any  program  that the
Trustees  may have in effect at the time for the  election  by each  Shareholder  of the mode of the making of such
dividend or distribution  to that  Shareholder.  Any such dividend or  distribution  paid in Shares will be paid at
the net asset value thereof as determined in accordance with part 13 of Article SEVENTH.  Notwithstanding  anything
in this  Declaration  of Trust to the contrary,  the Trustees may at any time declare and  distribute a dividend of
stock or other  property pro rata among the  Shareholders  of a particular  Series or Class at the date and time of
record established for the payment of such dividends or distributions.

                  (d)      Liquidation.  In the  event  of the  liquidation  or  dissolution  of the  Trust  or any
                           -----------
Series  or Class  thereof,  the  Shareholders  of each  Series  and all  Classes  of each  Series  that  have  been
established  and designated and are being  liquidated  and dissolved  shall be entitled to receive,  as a Series or
Class,  when and as declared by the Trustees,  the excess of the assets belonging to that Series or, in the case of
a Class,  belonging to that Series and allocable to that Class,  over the  liabilities  belonging to that Series or
Class.  Upon the  liquidation  or  dissolution  of the Trust or any Series or Class  pursuant  to this part 3(d) of
this Article FOURTH the Trustees shall make  provisions for the payment of all outstanding  obligations,  taxes and
other  liabilities,  accrued or contingent,  of the Trust or that Series or Class.  The assets so  distributable to
the Shareholders of any particular Class and Series shall be distributed  among such  Shareholders in proportion to
the  relative  net asset value of such  Shares.  The  liquidation  of the Trust or any  particular  Series or Class
thereof may be authorized  at any time by vote of a majority of the Trustees or  instrument  executed by a majority
of their number then in office,  provided the Trustees find that it is in the best interest of the  Shareholders of
such Series or Class or as otherwise  provided in this  Declaration  of Trust or the instrument  establishing  such
Series or Class.  The Trustees shall provide  written  notice to affected  shareholders  of a termination  effected
under this part 3(d) of this Article FOURTH.

                  (e)      Transfer.  All Shares of each  particular  Series or Class  shall be  transferable,  but
                           --------
transfers of Shares of a particular  Class and Series will be recorded on the Share  transfer  records of the Trust
applicable  to such Series or Class of that Series,  as kept by the Trust or by any transfer or similar  agent,  as
the case may be, only at such times as  Shareholders  shall have the right to require the Trust to redeem Shares of
such Series or Class of that Series and at such other times as may be permitted by the Trustees.

                  (f)      Equality.  Except as provided herein or in the instrument  designating and  establishing
                           --------
any Series or Class,  all Shares of a particular  Series or Class shall represent an equal  proportionate  interest
in the assets belonging to that Series,  or in the case of a Class,  belonging to that Series and allocable to that
Class,  (subject to the  liabilities  belonging  to that Series or that  Class),  and each Share of any  particular
Series or Class shall be equal to each other Share of that Series or Class;  but the  provisions  of this  sentence
shall not restrict any  distinctions  permissible  under this Article  FOURTH that may exist with respect to Shares
of the  different  Classes of a Series.  The  Trustees  may from time to time  divide or combine  the Shares of any
particular  Class or Series into a greater or lesser  number of Shares of that Class or Series  provided  that such
division or  combination  does not change the  proportionate  beneficial  interest in the assets  belonging to that
Series or allocable to that Class or in any way affect the rights of Shares of any other Class or Series.

                  (g)      Fractions.  Any fractional  Share of any Class or Series,  if any such fractional  Share
                           ---------
is  outstanding,  shall carry  proportionately  all the rights and  obligations  of a whole Share of that Class and
Series,  including those rights and  obligations  with respect to voting,  receipt of dividends and  distributions,
redemption of Shares, and liquidation of the Trust.

                  (h)      Conversion  Rights.  Subject to compliance  with the  requirements  of the 1940 Act, the
                           ------------------
Trustees  shall have the  authority  to provide  that (i)  holders of Shares of any Series  shall have the right to
exchange  said Shares into Shares of one or more other Series of Shares,  (ii) holders of shares of any Class shall
have the right to  exchange  said  Shares  into  Shares of one or more  other  Classes  of the same or a  different
Series,  and/or (iii) the Trust shall have the right to carry out exchanges of the aforesaid  kind, in each case in
accordance with such requirements and procedures as may be established by the Trustees.

                  (i)      Ownership  of Shares.  The  ownership  of Shares  shall be  recorded on the books of the
                           --------------------
Trust or of a transfer or similar agent for the Trust,  which books shall be maintained  separately  for the Shares
of each Class and Series that has been  established and designated.  No  certification  certifying the ownership of
Shares need be issued  except as the  Trustees may  otherwise  determine  from time to time.  The Trustees may make
such rules as they consider  appropriate for the issuance of Share certificates,  the use of facsimile  signatures,
the  transfer of Shares and similar  matters.  The record  books of the Trust as kept by the Trust or any  transfer
or similar agent,  as the case may be, shall be conclusive as to who are the  Shareholders  and as to the number of
Shares of each Class and Series held from time to time by each such Shareholder.

                  (j)      Investments  in the Trust.  The Trustees may accept  investments  in the Trust from such
                           -------------------------
persons and on such terms and for such  consideration,  not  inconsistent  with the  provisions of the 1940 Act, as
they from time to time authorize or determine.  Such  investments  may be in the form of cash,  securities or other
property in which the  appropriate  Series is  authorized  to invest,  hold or own,  valued as provided in part 13,
Article SEVENTH. The Trustees may authorize any distributor,  principal underwriter,  custodian,  transfer agent or
other  person to accept  orders for the  purchase or sale of Shares that  conform to such  authorized  terms and to
reject any purchase or sale orders for Shares whether or not conforming to such authorized terms.

         ARTICLE FIFTH - SHAREHOLDERS' VOTING POWERS AND MEETINGS
         -------------   ----------------------------------------

         The following  provisions  are hereby adopted with respect to voting Shares of the Trust and certain other
rights:

         1.       The  Shareholders  shall have the power to vote only (a) for the  election of Trustees  when that
issue is  submitted to  Shareholders,  or removal of Trustees to the extent and as provided in Article  SIXTH,  (b)
with  respect to the  amendment  of this  Declaration  of Trust to the extent and as provided  in part 12,  Article
NINTH,  (c) with respect to  transactions  with  respect to the Trust,  a Series or Class as provided in part 4(a),
Article NINTH, (d) to the same extent as the shareholders of a Massachusetts  business  corporation,  as to whether
or not a court action,  proceeding or claim should be brought or  maintained  derivatively  or as a class action on
behalf of the Trust,  any Series,  Class or the  Shareholders,  (e) with respect to those  matters  relating to the
Trust as may be required by the 1940 Act or required by law, by this  Declaration  of Trust,  or the By-Laws of the
Trust or any  registration  statement of the Trust filed with the  Commission or any State,  or as the Trustees may
consider desirable,  and (f) with respect to any other matter which the Trustees,  in their sole discretion,  shall
submit to the Shareholders.

         2.       The Trust will not hold  shareholder  meetings unless required by the 1940 Act, the provisions of
this  Declaration  of Trust,  or any other  applicable  law. The Trustees may call a meeting of  shareholders  from
time to time.

         3.       As to each matter  submitted to a vote of  Shareholders,  each  Shareholder  shall be entitled to
one vote for each whole Share and to a proportionate  fractional  vote for each  fractional  Share standing in such
Shareholder's  name on the books of the Trust  irrespective  of the  Series  thereof or the Class  thereof  and all
Shares of all Series and Classes  shall vote  together as a single  Class;  provided,  however,  that (i) as to any
matter with respect to which a separate  vote of one or more Series or Classes  thereof is required by the 1940 Act
or the provisions of the writing  establishing  and  designating  the Series or Class,  such  requirements  as to a
separate vote by such Series or Class  thereof shall apply in lieu of all Shares of all Series and Classes  thereof
voting  together as a single  Class;  and (ii) as to any matter  which  affects  only the  interests of one or more
particular  Series or Classes  thereof,  only the holders of Shares of the one or more  affected  Series or Classes
thereof shall be entitled to vote,  and each such Series or Class shall vote as a separate  Class.  All Shares of a
Series  shall have  identical  voting  rights,  and all Shares of a Class of a Series shall have  identical  voting
rights.  Shares may be voted in person or by proxy.  Proxies may be given by or on behalf of a  Shareholder  orally
or in writing or pursuant to any computerized, telephonic, or mechanical data gathering process.

         4.       Except as required by the 1940 Act or other  applicable  law,  the presence in person or by proxy
of one-third of the Shares  entitled to vote shall be a quorum for the  transaction of business at a  Shareholders'
meeting,  provided,  however,  that if any action to be taken by the  Shareholders of a Series or Class requires an
affirmative  vote of a majority,  or more than a majority,  of the Shares  outstanding  and entitled to vote,  then
with  respect to voting on that  particular  issue the  presence in person or by proxy of the holders of a majority
of the Shares  outstanding and entitled to vote at such a meeting shall  constitute a quorum for the transaction of
business with respect to such issue.  Any number less than a quorum shall be  sufficient  for  adjournments.  If at
any meeting of the  Shareholders  there shall be less than a quorum  present with respect to a particular  issue to
be voted on, such meeting may be adjourned,  without further  notice,  with respect to such issue from time to time
until a quorum shall be present  with  respect to such issue,  but voting may take place with respect to issues for
which a quorum is  present.  Any meeting of  Shareholders,  whether or not a quorum is  present,  may be  adjourned
with  respect to any one or more  items of  business  for any lawful  purpose,  provided  that no meeting  shall be
adjourned for more than six months beyond the  originally  scheduled  date.  Any adjourned  session or sessions may
be held,  within a  reasonable  time after the date for the  original  meeting  without  the  necessity  of further
notice.  A majority of the Shares voted at a meeting at which a quorum is present  shall decide any  questions  and
a plurality  shall elect a Trustee,  except when a different  vote is required by any  provision of the 1940 Act or
other applicable law or by this Declaration of Trust or By-Laws.

         5.       Each  Shareholder,  upon request to the Trust in proper form  determined  by the Trust,  shall be
entitled  to  require  the Trust to redeem  from the net  assets of that  Series  all or part of the Shares of such
Series and Class  standing in the name of such  Shareholder.  The method of  computing  such net asset  value,  the
time at which such net asset  value  shall be  computed  and the time  within  which the Trust  shall make  payment
therefor,  shall  be  determined  as  hereinafter  provided  in  Article  SEVENTH  of this  Declaration  of  Trust.
Notwithstanding the foregoing,  the Trustees,  when permitted or required to do so by the 1940 Act, may suspend the
right of the Shareholders to require the Trust to redeem Shares.

         6.       No Shareholder  shall, as such holder,  have any right to purchase or subscribe for any Shares of
the Trust which it may issue or sell,  other than such right,  if any, as the Trustees,  in their  discretion,  may
determine.

         7.       All persons who shall  acquire  Shares shall  acquire the same subject to the  provisions  of the
Declaration of Trust.

         8.       Cumulative voting for the election of Trustees shall not be allowed.

         ARTICLE SIXTH - THE TRUSTEES
         -------------   ------------

         1.       The  persons who shall act as Trustees  until  their  successors  are duly chosen and qualify are
the trustees  executing this  Declaration of Trust or any counterpart  thereof.  However,  the By-Laws of the Trust
may fix the  number  of  Trustees  at a number  greater  or lesser  than the  number of  initial  Trustees  and may
authorize  the Trustees to increase or decrease the number of  Trustees,  to fill any  vacancies on the Board which
may occur for any reason  including  any vacancies  created by any such increase in the number of Trustees,  to set
and alter the terms of office of the  Trustees  and to lengthen  or lessen  their own terms of office or make their
terms of office of  indefinite  duration,  all subject to the 1940 Act, as amended  from time to time,  and to this
Article SIXTH.  Unless otherwise provided by the By-Laws of the Trust, the Trustees need not be Shareholders.

         2.       A Trustee at any time may be removed  either with or without cause by resolution  duly adopted by
the affirmative vote of the holders of two-thirds of the outstanding  Shares,  present in person or by proxy at any
meeting of Shareholders  called for such purpose;  such a meeting shall be called by the Trustees when requested in
writing to do so by the record  holders of not less than ten per centum of the  outstanding  Shares.  A Trustee may
also be removed by the Board of Trustees, as provided in the By-Laws of the Trust.

         3.       The Trustees shall make available a list of names and addresses of all  Shareholders  as recorded
on the books of the Trust,  upon receipt of the request in writing  signed by not less than ten  Shareholders  (who
have been  shareholders  for at least six months)  holding in the aggregate  shares of the Trust valued at not less
than  $25,000  at  current  offering  price (as  defined  in the then  effective  Prospectus  and/or  Statement  of
Additional  Information  relating to the Shares under the  Securities Act of 1933, as amended from time to time) or
holding not less than 1% in amount of the entire amount of Shares issued and  outstanding;  such request must state
that such  Shareholders  wish to  communicate  with other  Shareholders  with a view to obtaining  signatures  to a
request  for a meeting to take action  pursuant to part 2 of this  Article  SIXTH and be  accompanied  by a form of
communication  to the  Shareholders.  The Trustees may, in their  discretion,  satisfy their  obligation under this
part 3 by either making  available  the  Shareholder  list to such  Shareholders  at the  principal  offices of the
Trust,  or at the offices of the Trust's  transfer  agent,  during regular  business hours, or by mailing a copy of
such  communication  and  form  of  request,  at  the  expense  of  such  requesting  Shareholders,  to  all  other
Shareholders,  and the  Trustees may also take such other action as may be  permitted  under  Section  16(c) of the
1940 Act.

         ARTICLE SEVENTH - POWERS OF TRUSTEES
         ---------------   ------------------

         The following  provisions  are hereby  adopted for the purpose of defining,  limiting and  regulating  the
powers of the Trust, the Trustees and the Shareholders.

         1.       As soon as any  Trustee  is duly  elected  by the  Shareholders  or the  Trustees  and shall have
accepted  this Trust,  the Trust  estate shall vest in the new Trustee or Trustees,  together  with the  continuing
Trustees, without any further act or conveyance, and he or she shall be deemed a Trustee hereunder.

         2.       The death, declination,  resignation,  retirement, removal, or incapacity of the Trustees, or any
one of them,  shall not operate to annul or terminate the Trust or any Series but the Trust shall  continue in full
force and effect pursuant to the terms of this Declaration of Trust.

         3.       The assets of the Trust shall be held  separate and apart from any assets now or  hereafter  held
in any capacity  other than as Trustee  hereunder by the Trustees or any successor  Trustees.  All of the assets of
the Trust shall at all times be  considered as vested in the Trustees.  No  Shareholder  shall have, as a holder of
beneficial  interest in the Trust, any authority,  power or right whatsoever to transact  business for or on behalf
of the Trust,  or on behalf of the  Trustees,  in  connection  with the property or assets of the Trust,  or in any
part thereof.

         4.       The  Trustees  in all  instances  shall  act as  principals,  and are and  shall be free from the
control of the  Shareholders.  The Trustees  shall have full power and authority to do any and all acts and to make
and execute,  and to authorize the officers and agents of the Trust to make and execute,  any and all contracts and
instruments  that they may consider  necessary or  appropriate  in  connection  with the  management  of the Trust.
Except as otherwise  provided  herein or in the 1940 Act, the Trustees  shall not in any way be bound or limited by
present or future laws or customs in regard to Trust  investments,  but shall have full authority and power to make
any and all  investments  which they, in their  uncontrolled  discretion  and to the same extent as if the Trustees
were the sole  owners of the  assets of the  Trust and the  business  in their  own  right,  shall  deem  proper to
accomplish the purpose of this Trust.  Subject to any applicable  limitation in this Declaration of Trust or by the
By-Laws of the Trust,  and in addition to the powers  otherwise  granted herein,  the Trustees shall have power and
authority:

                  (a)      to adopt  By-Laws not  inconsistent  with this  Declaration  of Trust  providing for the
conduct of the business of the Trust,  including  meetings of the  Shareholders  and  Trustees,  and other  related
matters, and to amend and repeal them to the extent that they do not reserve that right to the Shareholders;

              (b)  to elect and remove such  officers  and appoint and  terminate  such  officers as they  consider
appropriate  with or without  cause,  and to appoint and terminate  agents and  consultants  and hire and terminate
employees,  any one or more of the foregoing of whom may be a Trustee,  and may provide for the compensation of all
of the foregoing;  to appoint and designate from among the Trustees or other  qualified  persons such committees as
the Trustees may determine and to terminate any such committee and remove any member of such committee;

                  (c)      to employ as  custodian of any assets of the Trust one or more banks,  trust  companies,
companies that are members of a national  securities  exchange,  or any other entity  qualified and eligible to act
as a  custodian  under the 1940  Act,  as  modified  by or  interpreted  by any  applicable  order or orders of the
Commission or any rules or regulations adopted or interpretive  releases of the Commission  thereunder,  subject to
any conditions  set forth in this  Declaration  of Trust or in the By-Laws,  and may authorize  such  depository or
custodian to employ subcustodians or agents;

                  (d)      to retain one or more transfer agents and  shareholder  servicing  agents,  or both, and
may authorize such transfer agents or servicing agents to employ sub-agents;

                  (e)      to provide for the  distribution  of Shares either  through a principal  underwriter  or
the Trust itself or both or otherwise;

                   (f)     to set record dates by resolution  of the Trustees or in the manner  provided for in the
By-Laws of the Trust;

                  (g)      to delegate such  authority as they consider  desirable to any officers of the Trust and
to any investment adviser, manager, custodian or underwriter, or other agent or independent contractor;

                  (h)      to vote or give assent,  or exercise any rights of  ownership,  with respect to stock or
other  securities  or  property  held in Trust  hereunder;  and to execute  and  deliver  powers of  attorney to or
otherwise  authorize by standing  policies  adopted by the Trustees,  such person or persons as the Trustees  shall
deem proper,  granting to such person or persons such power and discretion  with relation to securities or property
as the Trustees shall deem proper;


                  (i)      to exercise  powers and rights of  subscription  or otherwise  which in any manner arise
out of ownership of securities held in trust hereunder;


                  (j)      to hold any  security  or  property  in a form not  indicating  any  trust,  whether  in
bearer,  unregistered or other negotiable form, either in its own name or in the name of a custodian,  subcustodian
or a nominee or nominees or otherwise;

                  (k)      to  consent  to or  participate  in any plan for the  reorganization,  consolidation  or
merger of any  corporation  or concern,  any  security of which is held in the Trust;  to consent to any  contract,
lease,  mortgage,  purchase,  or sale of property by such corporation or concern, and to pay calls or subscriptions
with respect to any security or instrument held in the Trust;

                  (l)      to  join  with  other  holders  of any  security  or  instrument  in  acting  through  a
committee,  depositary,  voting trustee or otherwise,  and in that connection to deposit any security or instrument
with, or transfer any security to, any such  committee,  depositary or trustee,  and to delegate to them such power
and authority  with relation to any security  (whether or not so deposited or  transferred)  as the Trustees  shall
deem proper,  and to agree to pay, and to pay,  such portion of the expenses and  compensation  of such  committee,
depositary or trustee as the Trustees shall deem proper;

                  (m)      to sue or be sued in the name of the Trust;

                  (n)      to compromise,  arbitrate,  or otherwise  adjust claims in favor of or against the Trust
or any matter in controversy including, but not limited to, claims for taxes;

                  (o)      to make,  by  resolutions  adopted  by the  Trustees  or in the manner  provided  in the
By-Laws, distributions of income and of capital gains to Shareholders;

                  (p)      to borrow money and to pledge,  mortgage or  hypothecate  the assets of the Trust or any
part thereof, to the extent and in the manner permitted by the 1940 Act;

                  (q)      to enter into  investment  advisory or  management  contracts,  subject to the 1940 Act,
with any one or more corporations, partnerships, trusts, associations or other persons;

                  (r)      to make loans of cash and/or securities or other assets of the Trust;

                   (s)     to change  the name of the  Trust or any  Class or Series of the Trust as they  consider
appropriate without prior shareholder approval;

                  (t)      to establish  officers' and Trustees' fees or compensation  and fees or compensation for
committees  of the  Trustees  to be paid by the Trust or each  Series  thereof  in such  manner  and  amount as the
Trustees may determine;

                  (u)      to  invest  all or any  portion  of the  Trust's  assets  in any one or more  registered
investment  companies,  including  investment  by means of transfer  of such assets in exchange  for an interest or
interests in such investment company or investment companies or by any other means approved by the Trustees;

                  (v)      to determine  whether a minimum  and/or  maximum value should apply to accounts  holding
shares,  to fix such values and establish the  procedures to cause the  involuntary  redemption of accounts that do
not satisfy such criteria; and

                  (w)      to  enter  into  joint  ventures,   general  or  limited   partnerships  and  any  other
combinations or associations;

                  (x)      to endorse or  guarantee  the payment of any notes or other  obligations  of any person;
to make contracts of guaranty or suretyship, or otherwise assume liability for payment thereof;

                  (y)      to purchase and pay for entirely out of Trust  property such  insurance  and/or  bonding
as they may deem  necessary  or  appropriate  for the  conduct  of the  business,  including,  without  limitation,
insurance  policies  insuring the assets of the Trust and payment of  distributions  and principal on its portfolio
investments,   and  insurance  policies  insuring  the  Shareholders,   Trustees,   officers,   employees,  agents,
consultants,  investment advisers, managers, administrators,  distributors,  principal underwriters, or independent
contractors,  or any thereof (or any person connected therewith),  of the Trust individually against all claims and
liabilities of every nature arising by reason of holding,  being or having held any such office or position,  or by
reason of any action alleged to have been taken or omitted by any such person in any such  capacity,  including any
action taken or omitted that may be determined to  constitute  negligence,  whether or not the Trust would have the
power to indemnify such person against such liability;

                  (z)      to pay pensions for faithful  service,  as deemed  appropriate  by the Trustees,  and to
adopt,  establish and carry out pension,  profit-sharing,  share bonus, share purchase,  savings,  thrift and other
retirement,  incentive and benefit  plans,  trusts and  provisions,  including the purchasing of life insurance and
annuity  contracts as a means of providing  such  retirement  and other  benefits,  for any or all of the Trustees,
officers, employees and agents of the Trust;

                  (aa)     to adopt on behalf of the Trust or any Series with  respect to any Class  thereof a plan
of  distribution  and related  agreements  thereto  pursuant to the terms of Rule 12b-1 of the 1940 Act and to make
payments from the assets of the Trust or the relevant Series or Class pursuant to said Rule 12b-1 Plan;

                  (bb)     to operate as and carry on the  business of an  investment  company and to exercise  all
the powers necessary and appropriate to the conduct of such operations;

                  (cc)     to issue, sell,  repurchase,  redeem, retire,  cancel,  acquire, hold, resell,  reissue,
dispose of, and otherwise  deal in Shares and,  subject to the  provisions  set forth in Article FOURTH and part 4,
Article FIFTH, to apply to any such repurchase, redemption,  retirement,  cancellation or acquisition of Shares any
funds or  property  of the Trust,  or the  particular  Series of the Trust,  with  respect to which such Shares are
issued;

                  (dd)     in general to carry on any other  business in  connection  with or  incidental to any of
the foregoing powers, to do everything  necessary,  suitable or proper for the accomplishment of any purpose or the
attainment of any object or the  furtherance  of any power herein before set forth,  either alone or in association
with others,  and to do every other act or thing  incidental or  appurtenant to or growing out of or connected with
the aforesaid business or purposes, objects or powers.

         The foregoing  clauses shall be construed  both as objects and powers,  and the foregoing  enumeration  of
specific  powers  shall not be held to limit or  restrict  in any manner the general  powers of the  Trustees.  Any
action by one or more of the Trustees in their  capacity as such  hereunder  shall be deemed an action on behalf of
the Trust or the applicable Series and not an action in an individual capacity.


         5.       No one dealing with the Trustees  shall be under any  obligation  to make any inquiry  concerning
the authority of the Trustees,  or to see to the  application  of any payments made or property  transferred to the
Trustees or upon their order.


         6.       (a)      The  Trustees  shall have no power to bind any  Shareholder  personally  or to call upon
any  Shareholder  for the payment of any sum of money or assessment  whatsoever  other than such as the Shareholder
may at any time personally  agree to pay by way of  subscription  to any Shares or otherwise.  This paragraph shall
not limit the right of the Trustees to assert claims  against any  shareholder  based upon the acts or omissions of
such shareholder or for any other reason.


                  (b)      Whenever  this  Declaration  of Trust calls for or permits any action to be taken by the
Trustees  hereunder,  such  action  shall mean that taken by the Board of  Trustees  by vote of the  majority  of a
quorum of Trustees as set forth from time to time in the By-Laws of the Trust or as required by the 1940 Act.


         (c)        The Trustees  shall possess and exercise any and all such  additional  powers as are reasonably
implied from the powers herein  contained  such as may be necessary or convenient in the conduct of any business or
enterprise of the Trust, to do and perform anything  necessary,  suitable,  or proper for the accomplishment of any
of the purposes,  or the  attainment of any one or more of the objects,  herein  enumerated,  or which shall at any
time appear  conducive to or expedient for the protection or benefit of the Trust,  and to do and perform all other
acts and things  necessary or incidental to the purposes herein before set forth,  or that may be deemed  necessary
by the Trustees.  Without limiting the generality of the foregoing,  except as otherwise  provided herein or in the
1940 Act, the  Trustees  shall not in any way be bound or limited by present or future laws or customs in regard to
                  trust investments, but shall have full authority and power to make any and all
                  investments that they, in their  discretion,  shall deem proper to accomplish the purpose of this
Trust.

                  (d)      The Trustees  shall have the power,  to the extent not  inconsistent  with the 1940 Act,
to determine  conclusively whether any moneys,  securities,  or other properties of the Trust are, for the purposes
of this Trust,  to be  considered as capital or income and in what manner any expenses or  disbursements  are to be
borne as between  capital and income whether or not in the absence of this provision  such moneys,  securities,  or
other  properties  would be regarded as capital or income and whether or not in the absence of this  provision such
expenses or disbursements would ordinarily be charged to capital or to income.

         7.       The  By-Laws  of the Trust may divide the  Trustees  into  classes  and  prescribe  the tenure of
office of the several  classes,  but no class of Trustee  shall be elected for a period  shorter than that from the
time of the election  following the division into classes until the next meeting of Trustees and  thereafter  for a
period  shorter  than the interval  between  meetings of Trustees or for a period  longer than five years,  and the
term of office of at least one class shall expire each year.

         8.       The  Shareholders  shall,  for any  lawful  purpose,  have the  right  to  inspect  the  records,
documents,  accounts and books of the Trust,  subject to reasonable  regulations  of the Trustees,  not contrary to
Massachusetts  law, as to whether and to what extent,  and at what times and places,  and under what conditions and
regulations, such right shall be exercised.

         9.       Any officer  elected or appointed by the Trustees or by the  Shareholders  or  otherwise,  may be
removed at any time, with or without cause.

         10.      The Trustees shall have power to hold their meetings,  to have an office or offices and,  subject
to the  provisions of the laws of  Massachusetts,  to keep the books of the Trust outside of said  Commonwealth  at
such  places  as may from  time to time be  designated  by them.  Action  may be taken by the  Trustees  without  a
meeting by unanimous written consent or by telephone or similar method of communication.

         11.      Securities  held by the  Trust  shall be  voted in  person  or by  proxy  by the  President  or a
Vice-President,  or such  officer or officers of the Trust or such other agent of the Trust as the  Trustees  shall
designate or otherwise  authorize by standing  policies  adopted by the Trustees for the purpose,  or by a proxy or
proxies thereunto duly authorized by the Trustees.

         12.      (a)      Subject  to  the  provisions  of  the  1940  Act,  any  Trustee,  officer  or  employee,
individually,  or any partnership or association of which any Trustee,  officer or employee may be a member, or any
corporation  or  association  of which any  Trustee,  officer or  employee  may be an officer,  partner,  director,
trustee,  employee or stockholder,  or otherwise may have an interest,  may be a party to, or may be pecuniarily or
otherwise  interested  in, any  contract or  transaction  of the Trust,  and in the absence of fraud no contract or
other  transaction  shall be thereby  affected or  invalidated;  provided  that in such case a Trustee,  officer or
employee  or a  partnership,  corporation  or  association  of which a Trustee,  officer or  employee  is a member,
officer,  director,  trustee, employee or stockholder is so interested,  such fact shall be disclosed or shall have
been known to the Trustees  including  those  Trustees who are not so interested  and who are neither  "interested"
nor  "affiliated"  persons as those terms are defined in the 1940 Act, or a majority  thereof;  and any Trustee who
is so  interested,  or who is also a director,  officer,  partner,  trustee,  employee or stockholder of such other
corporation or a member of such  partnership or association  which is so interested,  may be counted in determining
the existence of a quorum at any meeting of the Trustees  which shall  authorize any such contract or  transaction,
and may vote thereat to authorize  any such contract or  transaction,  with like force and effect as if he were not
so interested.

                  (b)      Specifically,  but  without  limitation  of the  foregoing,  the Trust may enter  into a
management or investment  advisory  contract or  underwriting  contract and other contracts with, and may otherwise
do business  with any manager or investment  adviser for the Trust and/or  principal  underwriter  of the Shares of
the Trust or any  subsidiary or affiliate of any such manager or investment  adviser and/or  principal  underwriter
and may permit any such firm or corporation to enter into any contracts or other  arrangements  with any other firm
or  corporation  relating to the Trust  notwithstanding  that the  Trustees of the Trust may be composed in part of
partners,  directors,  officers or  employees of any such firm or  corporation,  and officers of the Trust may have
been or may be or become  partners,  directors,  officers or employees of any such firm or corporation,  and in the
absence of fraud the Trust and any such firm or corporation  may deal freely with each other,  and no such contract
or  transaction  between the Trust and any such firm or  corporation  shall be  invalidated  or in any way affected
thereby,  nor shall any  Trustee or officer of the Trust be liable to the Trust or to any  Shareholder  or creditor
thereof or to any other  person for any loss  incurred  by it or him solely  because of the  existence  of any such
contract or  transaction;  provided that nothing  herein shall protect any director or officer of the Trust against
any liability to the Trust or to its security  holders to which he would  otherwise be subject by reason of willful
misfeasance,  bad faith,  gross  negligence  or  reckless  disregard  of the duties  involved in the conduct of his
office.

                  (c)      As used in this paragraph the following terms shall have the meanings set forth below:

                           (i)      the term  "indemnitee"  shall mean any  present or former  Trustee,  officer or
employee of the Trust, any present or former Trustee,  partner,  Director or officer of another trust, partnership,
corporation  or  association  whose  securities  are or were  owned by the  Trust or of which the Trust is or was a
creditor  and who  served or serves in such  capacity  at the  request  of the  Trust,  and the  heirs,  executors,
administrators,  successors  and assigns of any of the  foregoing;  however,  whenever  conduct by an indemnitee is
referred  to,  the  conduct  shall be that of the  original  indemnitee  rather  than that of the  heir,  executor,
administrator, successor or assignee;

                           (ii)     the term "covered  proceeding" shall mean any threatened,  pending or completed
action, suit or proceeding,  whether civil,  criminal,  administrative or investigative,  to which an indemnitee is
or was a party or is  threatened  to be made a party by  reason  of the  fact or facts  under  which he or it is an
indemnitee as defined above;

                           (iii)    the term "disabling conduct" shall mean willful  misfeasance,  bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of the office in question;

                           (iv)     the term "covered  expenses" shall mean expenses  (including  attorney's fees),
judgments,  fines and amounts paid in settlement  actually and  reasonably  incurred by an indemnitee in connection
with a covered proceeding; and

                           (v)      the term  "adjudication of liability" shall mean, as to any covered  proceeding
and as to any indemnitee,  an adverse  determination as to the indemnitee whether by judgment,  order,  settlement,
conviction or upon a plea of nolo contendere or its equivalent.

                  (d)      The Trust shall not indemnify  any  indemnitee  for any covered  expenses in any covered
proceeding if there has been an adjudication of liability  against such indemnitee  expressly based on a finding of
disabling conduct.

                  (e)      Except as set forth in paragraph (d) above,  the Trust shall  indemnify  any  indemnitee
for covered  expenses in any covered  proceeding,  whether or not there is an  adjudication of liability as to such
indemnitee,  such  indemnification  by the Trust to be to the  fullest  extent now or  hereafter  permitted  by any
applicable  law unless the By-laws limit or restrict the  indemnification  to which any indemnitee may be entitled.
The Board of Trustees may adopt by-law provisions to implement subparagraphs (c), (d) and (e) hereof.

                  (f)      Nothing  herein shall be deemed to affect the right of the Trust  and/or any  indemnitee
to acquire and pay for any insurance  covering any or all indemnities to the extent  permitted by applicable law or
to affect any other  indemnification  rights to which any  indemnitee  may be entitled to the extent  permitted  by
applicable  law.  Such  rights to  indemnification  shall  not,  except as  otherwise  provided  by law,  be deemed
exclusive of any other rights to which such  indemnitee  may be entitled  under any  statute,  By-Law,  contract or
otherwise.

         13.      The Trustees are empowered,  in their absolute  discretion,  to establish the bases or times,  or
both,  for  determining  the net asset value per Share of any Class and Series in accordance  with the 1940 Act and
to authorize  the voluntary  purchase by any Class and Series,  either  directly or through an agent,  of Shares of
any Class and  Series  upon such  terms and  conditions  and for such  consideration  as the  Trustees  shall  deem
advisable in accordance with the 1940 Act.

         14.      Payment of the net asset value per Share of any Class and Series  properly  surrendered to it for
redemption  shall be made by the Trust within seven days,  or as specified  in any  applicable  law or  regulation,
after tender of such stock or request for  redemption to the Trust for such purpose  together  with any  additional
documentation  that may be reasonably  required by the Trust or its transfer agent to evidence the authority of the
tenderor  to make such  request,  plus any period of time  during  which the right of the  holders of the shares of
such Class of that Series to require the Trust to redeem such shares has been  suspended.  Any such  payment may be
made in portfolio  securities of such Class of that Series and/or in cash,  as the Trustees  shall deem  advisable,
and no Shareholder shall have a right, other than as determined by the Trustees, to have Shares redeemed in kind.

         15.      The Trust shall have the right, at any time, without prior notice to the Shareholder to redeem
Shares of the Class and Series held by a Shareholder held in any account registered in the name of such
Shareholder for its current net asset value, for any reason, including, but not limited to, (i) the determination
that such redemption is necessary to reimburse either that Series or Class of the Trust or the distributor (i.e.,
principal underwriter) of the Shares for any loss either has sustained by reason of the failure of such
Shareholder to make timely and good payment for Shares purchased or subscribed for by such Shareholder,
regardless of whether such Shareholder was a Shareholder at the time of such purchase or subscription, (ii) the
failure of a Shareholder to supply a tax identification number if required to do so, (iii) the failure of a
Shareholder to pay when due for the purchase of Shares issued to him and subject to and upon such terms and
conditions as the Trustees may from time to time prescribe, (iv) pursuant to authorization by a Shareholder to
pay fees or make other payments to one or more third parties, including, without limitation, any affiliate of the
investment adviser of the Trust or any Series thereof, or (v) if the aggregate net asset value of all Shares of
such Shareholder (taken at cost or value, as determined by the Board) has been reduced below an amount
established by the Board of Trustees from time to time as the minimum amount required to be maintained by
Shareholders.

         ARTICLE EIGHTH - LICENSE
         --------------   -------

         The name  "Oppenheimer"  included in the name of the Trust and of any Series  shall be used  pursuant to a
royalty-free,  non-exclusive license from OppenheimerFunds,  Inc. ("OFI"),  incidental to and as part of any one or
more advisory,  management or supervisory  contracts  which may be entered into by the Trust with OFI. Such license
shall  allow OFI to inspect  and  subject to the control of the Board of Trustees to control the nature and quality
of services  offered by the Trust under such name.  The license may be terminated by OFI upon  termination  of such
advisory,  management  or  supervisory  contracts  or without  cause upon 60 days'  written  notice,  in which case
neither the Trust nor any Series or Class shall have any further  right to use the name  "Oppenheimer"  in its name
or otherwise and the Trust,  the  Shareholders  and its officers and Trustees shall  promptly take whatever  action
may be necessary to change its name and the names of any Series or Classes accordingly.

         ARTICLE NINTH - MISCELLANEOUS:
         -------------   -------------

         1.       In case any  Shareholder or former  Shareholder  shall be held to be personally  liable solely by
reason of his being or having  been a  Shareholder  and not  because  of his acts or  omissions  or for some  other
reason,  the Shareholder or former  Shareholder (or the  Shareholders'  heirs,  executors,  administrators or other
legal  representatives  or in the case of a corporation or other entity,  its corporate or other general successor)
shall be entitled out of the Trust estate to be held  harmless  from and  indemnified  against all loss and expense
arising from such  liability.  The Trust shall,  upon  request by the  Shareholder,  assume the defense of any such
claim made against any Shareholder for any act or obligation of the Trust and satisfy any judgment thereon.

         2.       It is hereby  expressly  declared  that a trust is created  hereby and not a  partnership,  joint
stock  association,  corporation,  bailment,  or any other  form of a legal  relationship  other  than a trust,  as
contemplated in  Massachusetts  General Laws Chapter 182. No individual  Trustee  hereunder shall have any power to
bind the  Trust  unless  so  authorized  by the  Trustees,  or to  personally  bind  the  Trust's  officers  or any
Shareholder.  All persons  extending  credit to, doing business with,  contracting  with or having or asserting any
claim against the Trust or the Trustees shall look only to the assets of the  appropriate  Series for payment under
any such credit,  transaction,  contract or claim; and neither the Shareholders nor the Trustees,  nor any of their
agents,  whether past,  present or future,  shall be personally  liable  therefor;  notice of such  disclaimer  and
agreement thereto shall be given in each agreement,  obligation or instrument  entered into or executed by Trust or
the  Trustees.  There  is  hereby  expressly  disclaimed  Shareholder  and  Trustee  liability  for  the  acts  and
obligations  of the Trust.  Nothing in this  Declaration  of Trust shall  protect a Trustee or officer  against any
liability  to which such  Trustee or  officer  would  otherwise  be subject by reason of willful  misfeasance,  bad
faith,  gross  negligence or reckless  disregard of the duties  involved in the conduct of the office of Trustee or
of such officer hereunder.

         3.       The  exercise by the  Trustees of their  powers and  discretion  hereunder in good faith and with
reasonable care under the  circumstances  then prevailing,  shall be binding upon everyone  interested.  Subject to
the  provisions  of part 2 of this  Article  NINTH,  the  Trustees  shall not be liable for errors of  judgment  or
mistakes of fact or law.  Subject to the  foregoing,  (a) Trustees  shall not be responsible or liable in any event
for any neglect or wrongdoing of any officer, agent, employee, consultant, adviser,  administrator,  distributor or
principal  underwriter,  custodian or transfer,  dividend disbursing,  Shareholder servicing or accounting agent of
the Trust,  nor shall any Trustee be  responsible  for the act or omission of any other  Trustee;  (b) the Trustees
may take advice of counsel or other  experts  with respect to the meaning and  operations  of this  Declaration  of
Trust,  applicable laws, contracts,  obligations,  transactions or any other business the Trust may enter into, and
subject to the provisions of part 2 of this Article  NINTH,  shall be under no liability for any act or omission in
accordance  with such  advice or for  failing to follow such  advice;  and (c) in  discharging  their  duties,  the
Trustees,  when  acting in good  faith,  shall be  entitled to rely upon the books of account of the Trust and upon
written  reports made to the Trustees by any officer  appointed by them, any  independent  public  accountant,  and
(with respect to the subject matter of the contract  involved) any officer,  partner or  responsible  employee of a
party who has been  appointed  by the  Trustees  or with whom the Trust has  entered  into a contract  pursuant  to
Article  SEVENTH.  The  Trustees  shall  not be  required  to give any bond as such,  nor any  surety  if a bond is
required.

         4.       This  Trust  shall  continue  without  limitation  of  time  but  subject  to the  provisions  of
sub-sections (a) and (b) of this part 4.

                  Subject to applicable  Federal and State law, and except as otherwise  provided in part 5 of this
Article NINTH,  the Trustees,  with the Majority Vote of Shareholders of an affected Series or Class,  may sell and
convey all or  substantially  all the assets of that Series or Class (which sale may be subject to the retention of
assets for the payment of  liabilities  and  expenses  and may be in the form of a  statutory  merger to the extent
permitted  by  applicable  law) to another  issuer or to another  Series or Class of the Trust for a  consideration
which  may be or  include  securities  of such  issuer  or may merge or  consolidate  with any  other  corporation,
association,  trust, or other  organization or may sell,  lease, or exchange all or a portion of the Trust property
or Trust  property  allocated  or belonging to such Series or Class,  upon such terms and  conditions  and for such
consideration  when and as authorized  by such vote.  Such  transactions  may be effected  through  share-for-share
exchanges,  transfers or sale of assets,  shareholder  in-kind  redemptions and purchases,  exchange offers, or any
other method  approved by the  Trustees.  Upon making  provision for the payment of  liabilities,  by assumption by
such  issuer or  otherwise,  the  Trustees  shall  distribute  the  remaining  proceeds  among the  holders  of the
outstanding  Shares of the Series or Class,  the assets of which have been so  transferred,  in  proportion  to the
relative net asset value of such Shares.

                  (b)      Upon completion of the  distribution of the remaining  proceeds or the remaining  assets
as provided in sub-section  (a) hereof or pursuant to part 3(d) of Article  FOURTH,  as applicable,  the Series the
assets  of which  have been so  transferred  shall  terminate,  and if all the  assets  of the  Trust  have been so
transferred,  the Trust shall  terminate and the Trustees  shall be  discharged of any and all further  liabilities
and duties hereunder and the right, title and interest of all parties shall be canceled and discharged.

         5.       Subject to  applicable  Federal and state law,  the  Trustees  may without the vote or consent of
Shareholders  cause to be  organized  or assist  in  organizing  one or more  corporations,  trusts,  partnerships,
limited liability  companies,  associations,  or other  organization,  under the laws of any jurisdiction,  to take
over all or a portion of the Trust  property or all or a portion of the Trust  property  allocated  or belonging to
such  Series  or Class or to carry on any  business  in which the  Trust  shall  directly  or  indirectly  have any
interest,  and to sell,  convey and transfer  the Trust  property or the Trust  property  allocated or belonging to
such Series or Class to any such  corporation,  trust,  limited liability  company,  partnership,  association,  or
organization  in exchange for the shares or securities  thereof or otherwise,  and to lend money to,  subscribe for
the shares or securities of, and enter into any contracts with any such corporation,  trust,  partnership,  limited
liability  company,  association,  or organization or any  corporation,  partnership,  limited  liability  company,
trust,  association,  or  organization  in which the Trust or such  Series  or Class  holds or is about to  acquire
shares or any other  interest.  Subject to  applicable  Federal and state law, the Trustees may also cause a merger
or  consolidation  between  the  Trust  or any  successor  thereto  or any  Series  or Class  thereof  and any such
corporation,  trust,  partnership,   limited  liability  company,  association,  or  other  organization.   Nothing
contained  herein shall be construed as requiring  approval of shareholders  for the Trustees to organize or assist
in organizing one or more corporations,  trusts, partnerships,  limited liability companies, associations, or other
organizations  and selling,  conveying,  or  transferring  the Trust property or a portion of the Trust property to
such organization or entities;  provided,  however,  that the Trustees shall provide written notice to the affected
Shareholders of any transaction  whereby,  pursuant to this part 5, Article NINTH, the Trust or any Series or Class
thereof  sells,  conveys,  or transfers all or a substantial  portion of its assets to another  entity or merges or
consolidates with another entity.  Such transactions may be effected through  share-for-share  exchanges,  transfer
or sale of assets,  shareholder  in-kind  redemptions and purchases,  exchange offers, or any other approved by the
Trustees.

         6.       The  original  or a copy  of this  instrument  and of  each  restated  declaration  of  trust  or
instrument  supplemental  hereto  shall  be kept at the  office  of the  Trust  where  it may be  inspected  by any
Shareholder.  A copy of this instrument and of each  supplemental  or restated  declaration of trust shall be filed
with the  Secretary of the  Commonwealth  of  Massachusetts,  as well as any other  governmental  office where such
filing may from time to time be required.  Anyone  dealing with the Trust may rely on a  certificate  by an officer
of the Trust as to whether or not any such  supplemental  or restated  declarations  of trust have been made and as
to any matters in connection with the Trust  hereunder,  and, with the same effect as if it were the original,  may
rely on a copy  certified by an officer of the Trust to be a copy of this  instrument  or of any such  supplemental
or restated  declaration  of trust.  In this  instrument or in any such  supplemental  or restated  declaration  of
trust, references to this instrument,  and all expressions like "herein",  "hereof" and "hereunder" shall be deemed
to refer to this  instrument  as amended or affected by any such  supplemental  or restated  declaration  of trust.
This instrument may be executed in any number of counterparts, each of which shall be deemed an original.

         7.       The Trust set forth in this  instrument  is created  under and is to be governed by and construed
and  administered  according  to the laws of the  Commonwealth  of  Massachusetts.  The Trust  shall be of the type
commonly  called a  Massachusetts  business  trust,  and without  limiting  the  provisions  hereof,  the Trust may
exercise all powers which are ordinarily exercised by such a trust.


         8.       In the event that any person  advances the  organizational  expenses of the Trust,  such advances
shall become an  obligation  of the Trust  subject to such terms and  conditions  as may be fixed by, and on a date
fixed by, or determined  with criteria fixed by the Board of Trustees,  to be amortized over a period or periods to
be fixed by the Board.


         9.       Whenever any action is taken under this  Declaration of Trust including  action which is required
or permitted by the 1940 Act or any other  applicable  law, such action shall be deemed to have been properly taken
if such action is in accordance with the  construction of the 1940 Act or such other  applicable law then in effect
as expressed  in "no action"  letters of the staff of the  Commission  or any release,  rule,  regulation  or order
under  the  1940  Act or any  decision  of a court  of  competent  jurisdiction,  notwithstanding  that  any of the
foregoing shall later be found to be invalid or otherwise reversed or modified by any of the foregoing.

         10.      Any action  which may be taken by the Board of Trustees  under this  Declaration  of Trust or its
By-Laws may be taken by the description  thereof in the then effective  prospectus  and/or  statement of additional
information  relating to the Shares under the Securities Act of 1933 or in any proxy  statement of the Trust rather
than by formal resolution of the Board.


         11.      Whenever  under this  Declaration  of Trust,  the Board of Trustees is  permitted  or required to
place a value on assets of the Trust,  such action may be delegated by the Board,  and/or  determined in accordance
with a formula determined by the Board, to the extent permitted by the 1940 Act.


         12.  The Trustee  may,  without the vote or consent of the  Shareholders,  amend or  otherwise  supplement
this  Declaration  of Trust by  executing  or  authorizing  an officer  of the Trust to  execute on their  behalf a
Restated  Declaration of Trust or a Declaration of Trust  supplemental  hereto,  which thereafter shall form a part
hereof,  provided,  however,  that none of the following  amendments  shall be effective  unless also approved by a
         --------   -------
Majority Vote of  Shareholders:  (i) any amendment to parts 1, 3 and 4, Article  FIFTH;  (ii) any amendment to this
part 12,  Article  NINTH;  (iii) any  amendment  to part 1,  Article  NINTH;  and (iv) any  amendment to part 4(a),
Article NINTH that would change the voting rights of  Shareholders  contained  therein.  Any amendment  required to
be submitted to the Shareholders  that, as the Trustees  determine,  shall affect the Shareholders of any Series or
Class shall,  with respect to the Series or Class so affected,  be authorized by vote of the  Shareholders  of that
Series or Class and no vote of  Shareholders  of a Series or Class not  affected by the  amendment  with respect to
that Series or Class shall be required.  Notwithstanding  anything  else herein,  any  amendment to Article  NINTH,
part 1 shall not limit the rights to  indemnification  or  insurance  provided  therein  with  respect to action or
omission or indemnities or Shareholder indemnities prior to such amendment.

         13.      The captions used herein are intended for  convenience  of reference  only,  and shall not modify
or affect in any  manner  the  meaning  or  interpretation  of any of the  provisions  of this  Agreement.  As used
herein,  the singular  shall include the plural,  the masculine  gender shall include the feminine and neuter,  and
the neuter gender shall include the masculine and feminine, unless the context otherwise requires.

IN WITNESS WHEREOF, the undersigned have executed this instrument as of this 27th day of August, 2002.



/s/ William L. Armstrong                                      /s/ James C. Swain
- ------------------------                                    ------------------------
William L. Armstrong                                          James C. Swain
11 Carriage Lane                                              10040 East Happy Valley Road
Littleton, Colorado  80121                                    Lot 63
                                                              Scottsdale, Arizona  85259

/s/ Robert G. Avis                                            /s/ Beverly L. Hamilton
- ------------------------                                    -------------------------
Robert G. Avis                                                Beverly L. Hamilton
1706 Warson Estates Drive                                     69 Byron Dr.
St. Louis, Missouri  63124                                    Avon, Connecticut  06001

/s/ George C. Bowen                                           /s/ Robert J. Malone
- ------------------------                                     --------------------------
George C. Bowen                                               Robert J. Malone
9224 Bauer Court                                              335 St. Paul Street
Lone Tree, Colorado 80124                                     Denver, Colorado  80206

/s/ Edward Cameron                                            /s/ F. William Marshall Jr.
- ------------------------                                      --------------------------
Edward Cameron                                                F. William Marshall Jr.
Spring Valley Road                                            63 South Road
Morristown, New Jersey  07960                                 Chebeague Island, Maine 04017

/s/ Jon S. Fossel
- ------------------------
Jon S. Fossel
810 Jack Creek Road
Ennis, Montana 59729

/s/ Sam Freedman
- ------------------------
Sam Freedman
355 Adams Street
Denver, Colorado 80206

EX-99

                                              OPPENHEIMER VALUE FUND/VA
                                 Share Certificate for Service Shares(8-1/2" x 11")
                                 --------------------------------------------------


I.       FACE OF CERTIFICATE (All text and other matter lies within
         -------------------
                           8-1/4" x 10-3/4" decorative border, 5/16" wide)

                           (upper left corner): NUMBER [of shares]

                           (upper right) SERVICE SHARES

                           (centered
                           below boxes)     Oppenheimer Variable Account Funds
                           A MASSACHUSETTS BUSINESS TRUST
                           SERIES: OPPENHEIMER VALUE FUND/VA

(at left)         THIS IS TO CERTIFY THAT   (at right) SEE REVERSE FOR
                                                                          CERTAIN DEFINITIONS

                                                                       (box with number)
                                                                       CUSIP No:

         (at left)             is the owner of

         (centered)        FULLY PAID SERVICE SHARES OF BENEFICIAL
INTEREST OF

                                    OPPENHEIMER VALUE FUND/VA

                  a series of OPPENHEIMER  VARIABLE  ACCOUNT FUNDS  (hereinafter  called the "Fund"),  transferable
                  only on the books of the Fund by the  holder  hereof in  person or by duly  authorized  attorney,
                  upon  surrender  of  this  certificate  properly  endorsed.   This  certificate  and  the  shares
                  represented  hereby  are  issued  and  shall  be held  subject  to all of the  provisions  of the
                  Declaration of Trust of the Fund to all of which the holder by acceptance  hereof  assents.  This
                  certificate is not valid until countersigned by the Transfer Agent.

                  WITNESS the facsimile seal of the Fund and the signatures of its duly authorized officers.

         (signature                       Dated:              (signature
         at left of seal)                                     at right of seal)

         /s/ Brian W. Wixted                                  /s/ Robert G. Zack
         -----------------------                     -------------------
         TREASURER                                            SECRETARY


                                                (centered at bottom)
                                           1-1/2" diameter facsimile seal
                                                    with legend
                                         OPPENHEIMER VARIABLE ACCOUNT FUNDS
                                                        SEAL
                                                        2002
                                            COMMONWEALTH OF MASSACHUSETTS


(at lower right, printed
 vertically)                                Countersigned
                                                     OPPENHEIMERFUNDS SERVICES (A DIVISON
OF OPPENHEIMERFUNDS, INC.)
                                                     Denver (Colo.)      Transfer Agent

                                                     By ____________________________
                                                              Authorized Signature


II.      BACK OF CERTIFICATE (text reads from top to bottom of 11"     dimension)
         -------------------

         The  following  abbreviations,  when used in the  inscription  on the face of this  certificate,  shall be
construed as though they were written out in full according to applicable laws or regulations.

TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
                                    rights of survivorship and not
                                    as tenants in common

UNIF GIFT/TRANSFER MIN ACT - ____________ Custodian _______________
                                                     (Cust)                             (Minor)

                                                     UNDER UGMA/UTMA   ________________
                                                                                                 (State)


Additional abbreviations may also be used though not on above list.

For Value Received ................ hereby sell(s), assign(s), and transfer(s) unto


PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE

AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)


_____________________________________________________________   (Please   print  or  type  name  and   address   of
assignee)

- ------------------------------------------------------

_________________________________________________________  Service  Shares of the beneficial  interest  represented
by the within Certificate,  and do hereby irrevocably constitute and appoint  ___________________________  Attorney
to transfer the said shares on the books of the within named Fund with full power of substitution in the premises.

Dated: ______________________

                                                     Signed: __________________________

                                            -----------------------------------
                                            (Both must sign if joint tenancy)

                                    Signature(s) __________________________
                                    guaranteed                Name of Firm or Bank
                                    by:              _____________________________
                                                              Signature of
         Officer

(text printed              NOTICE: The signature(s) to this assignment  vertically to right      must    correspond
with the name(s) as
of above paragraph)        written upon the face of the certificate
                                    in every particular without alteration or
enlargement or any change whatever.

(text printed in           Signatures must be guaranteed by a U.S.
box to left of                      commercial bank or trust company,
signature(s)                        a Federally-chartered savings and loan
                                            association, a foreign bank having a U.S.
                                            firm of a national securities exchange.