497 PSP0650.PXOVAF.021 MAIN STREET FUND/VA

497 1 ps004px021ovaf02dec03.htm PS650.004/PX021 MAIN STREET FUND/VA-497 497 PSP0650.PXOVAF.021 MAIN STREET FUND/VA

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 Fund(R)/VA
(named "Oppenheimer Main Street(R)Growth & Income Fund" prior to May 1, 2003)
Oppenheimer Main Street Small Cap Fund(R)/VA
Oppenheimer Money Fund/VA
Oppenheimer Multiple Strategies Fund/VA
Oppenheimer Strategic Bond Fund/VA
Oppenheimer Value Fund/VA

Supplement dated December 2, 2003 to the
Statement of Additional Information dated May 1, 2003

The Statement of Additional Information is changed as follows:

1. The supplement dated November 5, 2003 is replaced with this supplement.

2. The section titled "Loans of Portfolio Securities" on page 20 is deleted and replaced with the following:

"Loans of Portfolio Securities. Bond Fund/VA, High Income Fund/VA, Main Street Fund(R)/VA,
Main Street Small Cap Fund(R)/VA, Multiple Strategies Fund/VA and Strategic Bond Fund/VA may
lend their respective portfolio securities pursuant to the Securities Lending Agreement
(the "Securities Lending Agreement") with JP Morgan Chase, subject to the restrictions
stated in the Prospectuses. The Funds will lend such portfolio securities to attempt to
increase their income. Under the Securities Lending Agreement and applicable regulatory
requirements (which are subject to change), the loan collateral must, on each business
day, be at least equal to the value of the loaned securities and 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 to JP Morgan
Chase, as agent, amounts demanded by the Funds if the demand meets the terms of the
letter. Such terms of the letter of credit and the issuing bank must be satisfactory to JP
Morgan Chase and the Funds. The Funds will receive, pursuant to the Securities Lending
Agreement, 80% of all annual net income (i.e., net of rebates to the Borrower) from
securities lending transactions. JP Morgan Chase has agreed, in general, to guarantee the
obligations of borrowers to return loaned securities and to be responsible for expenses
relating to securities lending. The Funds will be responsible, however, for risks
associated with the investment of cash collateral, including the risk that the issuer of
the security in which the cash collateral has been invested defaults. The Securities
Lending Agreement may be terminated by either JP Morgan Chase or the Funds on 30 days'
written notice. The terms of the Fund's loans must also meet applicable tests under the
Internal Revenue Code and permit the Funds to reacquire loaned securities on five business
days' notice or in time to vote on any important matter."

3. Effective October 27, 2003 Mr. Richard Grabish was elected as a Trustee of all the Board II Funds (with
the exception of Oppenheimer Senior Floating Rate Fund). The first sentence of last paragraph under the
section titled "Board of Trustees and Oversight Committees" on page 44 is revised to read as follows:

The members of the Review Committee are Jon S. Fossel (Chairman), Robert G. Avis, Richard
Grabish, Sam Freedman, Beverly Hamilton and F. William Marshall, Jr.

4. The first two paragraphs of the section titled "Trustees and Officers of the Fund" on pages 44 are
revised to read as follows:

Trustees and Officers of the Fund. Except for Messrs. Murphy and Grabish, each of the Trustees
are "Independent Trustees" under the Investment Company Act. 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 Fund 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 Fund and the other Board
II Funds (defined below) for which he is a trustee or director. Mr. Grabish is an "Interested
Trustee" because he is affiliated with Centennial Asset Management Corporation (a wholly-owned
investment advisory subsidiary of the Manager), by virtue of his positions with A.G. Edwards &
Sons, Inc. and its affiliates (as described in his biography below), which is a partial owner
of the Manager's parent company.

The Fund's Trustees and officers and their positions held with the Fund 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 Fund 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 Messrs. Grabish and Malone, who are not Trustees of Oppenheimer Senior Floating
Rate Fund) (referred to as "Board II Funds"):

5. The first sentence of the first paragraph on page 45 is replaced with the following:

Messrs. Murphy, Molleur, Reinganum, O'Hare, Evans, Kourkoulakos, Leavy, Levine, Manioudakis,
Monoyios, Steinmetz, Wilby, Zavanelli, Zack, Vottiero, and Weiss, and Mess. Bechtolt, 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.

6. The following biography is added to page 49 directly above the chart for "Interested Trustee and
Officer":

The address of Mr. Grabish in the chart below is 6803 S. Tucson Way, Centennial, CO 80112. Mr. Grabish
serves for an indefinite term, until his resignation, retirement, death or removal.

---------------------------------------------------------------------------------------------------------------------------
Interested Trustee
---------------------------------------------------------------------------------------------------------------------------
----------------------------- ----------------------------------------------------------- --------------- -----------------
Name, Principal Occupation(s) During Past 5 Years; Dollar Range Aggregate
Dollar Range Of
Shares
Beneficially
Owned in
of Shares Any of the
Position(s) Held with Fund, Other Trusteeships/Directorships Held by Trustee; Beneficially Oppenheimer/Centennial
Length of Service, Number of Portfolios in Fund Complex Currently Overseen Owned in the Funds Overseen
Age by Trustee Trust by Trustee
----------------------------- ----------------------------------------------------------- --------------- -----------------
----------------------------- ----------------------------------------------------------- ---------------------------------
As of December 31, 2002
----------------------------- ----------------------------------------------------------- ---------------------------------
----------------------------- ----------------------------------------------------------- --------------- -----------------
Richard F. Grabish, Senior Vice President, Assistant Director of Sales and $0 Over $100,000
Trustee since 2003 Marketing (since March 1997), and Manager of Private
Age: 55 Client Services (since June 1985) for A.G. Edwards &
Sons, Inc. (broker/dealer and investment firm). Chairman
and Chief Executive Officer (since March 2001) of A.G.
Edwards Trust Company; Director (since March 1988) of
A.G. Edwards & Sons, Inc. Formerly (until March 1987)
President and Vice Chairman of A.G. Edwards Trust
Company. Oversees 37 portfolios in the OppenheimerFunds
complex.
----------------------------- ----------------------------------------------------------- --------------- -----------------

7. The paragraph above the Officers of the Fund Bios on page 51 is replaced with the following:

"The address of the Officers in the chart below is as follows: Messes. Molleur, Reinganum,
O'Hare, Evans, Kourkoulakos, Leavy, Levine, Manioudakis, Monoyios, Steinmetz, Wilby,
Zavanelli, and Zack and Mess. Feld, Putnam, and Switzer, Two World Financial Center, 225
Liberty Street, New York, NY 10281-1008; for Messrs. Vottiero, Weiss and Wixted and Mess.
Bechtolt, Ives and Wolf 6803 S. Tucson Way, Centennial, CO 80112-3924. Each Officer serves
for an annual term or until his or her earlier resignation, death or removal."

8. Effective October 29, 2003, the section titled "Officers of the Fund" on page 51 is changed as follows:

The biographies of Charles Albers, Bruce Bartlett, Phillip Masterson and James Turner are
deleted and replaced with the following biographies of Dr. Marc Reinganum and John J. O'Hare:

---------------------------------------------------------------------------------------------------
Officers of the Fund
---------------------------------------------------------------------------------------------------
--------------------------------------- -----------------------------------------------------------
Name, Address, Age, Position(s)
Held with Fund and Length of Service
Principal Occupation(s) During Past 5 Years
--------------------------------------- -----------------------------------------------------------
--------------------------------------- -----------------------------------------------------------
Dr. Marc Reinganum, Vice President Vice President (since September 2002) of the Manager; a
and Portfolio Manager since October Director of Quantitative Research and Portfolio
2003 Strategist for Equities. Formerly the Mary Jo Vaughn
Age: 50 Rauscher Chair in Financial Investments at Southern
Methodist University since 1995. At Southern Methodist
University he also served as the Director of the Finance
Institute, Chairman of the Finance Department, President
of the Faculty at the Cox School of Business and member
of the Board of Trustee Investment Committee.
--------------------------------------- -----------------------------------------------------------
--------------------------------------- -----------------------------------------------------------
John O'Hare, Vice President and Vice President of the Manager (since September 2003); an
Portfolio Manager since 2003 officer of 2 portfolios in the OppenheimerFunds complex.
Age: 45 Formerly Executive Vice President and Portfolio Manager
(June 2000 - August 2003) and Portfolio Manager and
Senior Vice President (August 1997 - June 2000) at Geneva
Capital Management, Ltd. (an investment advisor).
--------------------------------------- -----------------------------------------------------------

9. The Compensation table and the footnote on page 54 is deleted and replace with the following:

--------------------------------------------- ------------------------------ ------------------------------------
Trustee Name and Other Fund Position(s) Aggregate Compensation from Total Compensation From Fund and
(as applicable) Fund1 Fund Complex Paid to Trustees*
--------------------------------------------- ------------------------------ ------------------------------------
--------------------------------------------- ------------------------------ ------------------------------------
James C. Swain $33,846 $177,996
Chairman of the Board of Trustees
--------------------------------------------- ------------------------------ ------------------------------------
--------------------------------------------- ------------------------------ ------------------------------------
William L. Armstrong $17,507 $92,076
Audit Committee Member
--------------------------------------------- ------------------------------ ------------------------------------
--------------------------------------------- ------------------------------ ------------------------------------
Robert G. Avis $17,532 $92,199
Review Committee Member
--------------------------------------------- ------------------------------ ------------------------------------
--------------------------------------------- ------------------------------ ------------------------------------
George Bowen $17,328 $91,124
Audit Committee Member
--------------------------------------------- ------------------------------ ------------------------------------
--------------------------------------------- ------------------------------ ------------------------------------
Edward L. Cameron $18,968 $99,743
Audit Committee Chairman
--------------------------------------------- ------------------------------ ------------------------------------
--------------------------------------------- ------------------------------ ------------------------------------
Jon S. Fossel $17,986 $94,590
Review Committee Chairman
--------------------------------------------- ------------------------------ ------------------------------------
--------------------------------------------- ------------------------------ ------------------------------------
Sam Freedman $17,532 $92,199
Review Committee Member
--------------------------------------------- ------------------------------ ------------------------------------
--------------------------------------------- ------------------------------ ------------------------------------
Richard F. Grabish $0 $9,0132
Review Committee Member
--------------------------------------------- ------------------------------ ------------------------------------
--------------------------------------------- ------------------------------ ------------------------------------
Beverly Hamilton4 $11,0893 $113,6595
Review Committee Member
--------------------------------------------- ------------------------------ ------------------------------------
--------------------------------------------- ------------------------------ ------------------------------------
Robert J. Malone4 $11,0896 $58,326
Audit Committee Member
--------------------------------------------- ------------------------------ ------------------------------------
--------------------------------------------- ------------------------------ ------------------------------------
F. William Marshall, Jr. $17,328 $138,1247
Review Committee Member
--------------------------------------------- ------------------------------ ------------------------------------
Effective July 1, 2002, C. Howard Kast and Robert M. Kirchner retired as Trustees from the Board II Funds. For
the calendar year ended December 31, 2002, Mr. Kast received $41,451 and Mr. Kirchner received $38,001 total
compensation from all of the Oppenheimer funds for which they served as Trustee.
1. Aggregate Compensation from Fund includes fees and deferred compensation, if any, for a Trustee.
2. Effective October 27, 2003, Mr. Grabish was elected as Trustee on all Board II Funds (with the exception
of Oppenheimer Senior Floating Rate Fund). Prior to that date, "Total Compensation From Fund and Fund
Complex" paid to Mr. Grabish for service as a Trustee, as well as service on the Review Committee was paid
only by Centennial Government Trust, Centennial California Tax Exempt Trust, Centennial Money Market Trust,
Centennial New York Tax Exempt Trust, Centennial Tax Exempt Trust and Centennial America Fund, L.P. (total
of six funds for which he previously served as Trustee on the Board II Funds). Mr. Grabish was appointed to
the Review Committee beginning February 24, 2003. Had he served on the Review Committee for the 2002
calendar year, his "Total Compensation From Fund and Fund Complex" would have been higher.
3. Includes $5,510 deferred under Deferred Compensation Plan described below.
4. Mrs. Hamilton and Mr. Malone were elected as Trustees of the Board II Funds effective June 1, 2002.
Total compensation for Mrs. Hamilton and Mr. Malone was paid by all the Board II Funds, with the exception
of Oppenheimer Senior Floating Rate Fund for which they currently do not serve as Trustees (total of 40
Oppenheimer funds at December 31, 2002).
5. Includes $55,333 compensation (of which 100% was deferred under a deferred compensation plan) paid to
Mrs. Hamilton for serving as a trustee by two open-end investment companies (MassMutual Institutional Funds
and MML Series Investment Fund) the investment adviser for which is the indirect parent company of the
Fund's Manager. The Manager also serves as the Sub-Advisor to the MassMutual International Equity Fund, a
series of MassMutual Institutional Funds.
6. Includes $11,089 deferred under Deferred Compensation Plan described below.
7. Includes $47,000 compensation paid to Mr. Marshall for serving as a trustee by two open-end investment
companies (MassMutual Institutional Funds and MML Series Investment Fund) the investment adviser for which
is the indirect parent company of the Fund's Manager. The Manager also serves as the Sub-Advisor to the
MassMutual International Equity Fund, a series of MassMutual Institutional Funds.

* For purposes of this section only, "Fund Complex" includes the Oppenheimer funds, MassMutual Institutional
Funds and MML Series Investment Fund in accordance with the instructions for Form N-1A. The Manager does not
consider MassMutual Institutional Funds and MML Series Investment Fund to be part of the OppenheimerFunds "Fund
Complex" as that term may be otherwise interpreted.

10. The following is added as the sixth sentence in the paragraph titled "The Investment Advisory
Agreements" on page 56 of the Statement of Additional Information:

"For Multiple Strategies Fund/VA, this includes Christopher Leavy."

December 2, 2003 PXOVAF.021

OPPENHEIMER MAIN STREET FUND/VA
(a series of Oppenheimer Variable Account Funds)
Supplement dated December 2, 2003 to the
Prospectus dated May 1, 2003

The Prospectus is changed as follows:

1. The supplement dated September 16, 2003 is replaced with this supplement.

2. Add the following at the end of the section captioned, "About the Fund's Investments - Other Investment
Strategies" on page 6:

"Loans of Portfolio Securities. The Fund has entered into a Securities Lending Agreement with
JP Morgan Chase. Under that agreement, portfolio securities of the Fund may be loaned to
brokers, dealers and other financial institutions. The Securities Lending Agreement provides
that loans must be adequately collateralized and may be made only in conformity with the Fund's
Securities Lending Guidelines, adopted by the Fund's Board of Trustees. The value of the
securities loaned may not exceed 25% of the value of the Fund's net assets."

3. Effective September 30, 2003, the section titled "Portfolio Managers" on page 7 of the Prospectus is
deleted and replaced with the following, to reflect a change in portfolio managers anticipated to take
effect as of that date:

"Portfolio Managers. The Fund is co-managed by Nikolaos Monoyios and Marc Reinganum. Mr.
Monoyios is a Vice President of the Fund and of the Manager and an officer and portfolio
manager of other Oppenheimer funds. Prior to joining the Manager in 1998, Mr. Monoyios was a
portfolio manager at Guardian Investor Services, the investment management subsidiary of The
Guardian Life Insurance Company. Dr. Reinganum is a Vice President of the Fund and of the
Manager. Prior to joining the Manager in September 2002, Dr. Reinganum was the Mary Jo Vaughn
Rauscher Chair in Financial Investments at Southern Methodist University. At Southern Methodist
University he also served as the Director of the Finance Institute, Chairman of the Finance
Department, President of the Faculty at the Cox School of Business and member of the Board of
Trustee Investment Committee."

December 2, 2003 PS0650.004