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. 42                                      [X]
                                   --


                                    and/or

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


      Amendment No. 38                                                     [X]
                    --


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                      Oppenheimer Variable Account Funds
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              (Exact Name of Registrant as Specified in Charter)

            6803 South Tucson Way, Centennial, Colorado 80112-3924
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             (Address of Principal Executive Offices) (Zip Code)

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

                             Robert G. Zack, Esq.
                            OppenheimerFunds, Inc.

                Two World Financial Center, 225 Liberty Street
                        New York, New York 10281-1008

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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)
[   ]                  60 days after filing pursuant to paragraph (a)(1)
[X]  On May 1, 2004, 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
Global Securities Fund/VA
A series of Oppenheimer Variable         Oppenheimer Global Securities Fund/VA
Account Funds                            is a mutual fund that seeks long-term
                                         capital appreciation by investing a

Prospectus dated May 1, 2004             substantial portion of its assets in
                                         securities of foreign issuers,
                                         "growth-type" companies, cyclical
                                         industries and special situations that
                                         are considered to have appreciation
                                         possibilities.  It invests mainly in
                                         common stocks of U.S. and foreign
                                         issuers.
                                             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 shares, Class 3 or
                                         Class 4 shares of the Fund.

As with all mutual funds, the                This Prospectus contains important
Securities                               information about the Fund's
and Exchange Commission has not          objective, its investment policies,
approved or disapproved the Fund's       strategies and risks.  Please read
securities nor has it determined that    this Prospectus (and your insurance
this Prospectus is accurate or           product prospectus) carefully before
complete.                                you invest and keep them for future
It is a criminal offense to represent    reference about your account.
otherwise.
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Contents

            About the Fund
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            The  Fund's   Investment   Objective  and   Principal   Investment
Strategies


            Main Risks of Investing in the Fund

            The Fund's Past Performance

            Fees and Expenses of the Fund

            About the Fund's Investments

            How the Fund is Managed

            Investing in the Fund
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            How to Buy and Sell Shares

            Dividends, Capital Gains and Taxes

            Financial Highlights

About the Fund


The Fund's Investment Objective and Principal Investment Strategies


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What Is the Fund's Investment Objective? The Fund seeks long-term capital
appreciation by investing a substantial portion of its assets in securities
of foreign issuers, "growth-type" companies, cyclical industries and special
situations that are considered to have appreciation possibilities.
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What Does the Fund Mainly Invest In?  The Fund invests mainly in common
stocks, and can also buy other equity securities, including preferred stocks
and securities convertible into common stock. The Fund buys securities of
issuers in the U.S. and foreign countries.  The Fund can invest without limit
in foreign securities and can invest in any country, including countries with
developed or emerging markets.  However, the Fund's investment Manager,
OppenheimerFunds, Inc., currently emphasizes investments in developed markets.

      The Fund has no requirements to allocate its investments in any set
percentages in any particular countries, but normally will invest in at least
three countries (one of which may be the United States).  Typically the Fund
invests in a number of different countries.

      The Fund can invest in securities of issuers in any market
capitalization range. The Fund can also use hedging instruments and certain
derivative investments to try to manage investment risks. These investments
are more fully explained in "About the Fund's Investments," below.

How Does the Portfolio Manager Decide What Securities to Buy or Sell? In
selecting securities for the Fund, the Fund's portfolio manager looks
primarily for foreign and U.S. companies with high growth potential, using
fundamental analysis of a company's financial statements and management
structure, and analysis of the company's operations and product development,
as well as the industry of which the issuer is part.

      The portfolio manager considers overall and relative economic
conditions in U.S. and foreign markets, and seeks broad diversification in
different countries to help moderate the special risks of foreign investing.
The portfolio manager currently focuses on the factors below (which may vary
in particular cases and may change over time), looking for:

o     companies of small-, medium- and large-capitalization ranges worldwide,
o     stocks to provide growth opportunities, and
o     companies with strong competitive positions and high demand for their
         products or services.

      In applying these and other selection criteria, the portfolio manager
considers the effect of worldwide trends on the growth of various business
sectors. The trends, or global "themes," currently considered include
technological change, demographic/geopolitical change, and changing resource
needs. The Fund does not invest a fixed or specific amount of its assets in
any one sector, and these themes and this strategy may change over time.


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
normally has substantial investments in foreign securities.  Those investors
should be willing to assume the risks of short-term share price fluctuations
that are typical for a fund focusing on stock investments and investments in
foreign securities.  Since the Fund does not invest with the goal of seeking
income, and its current income 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 carry risks to some degree.  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.

      However, changes in the overall market prices of securities and the
income they pay 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|  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 primarily on common stocks for capital appreciation,
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.

      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. To the extent that the Fund has
greater emphasis on investments in a particular industry using its "global
themes" strategy, 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 can invest in securities of large companies and also small
and medium-size companies, which may have more volatile stock prices than
large companies.

      |X|  Risks of Foreign Investing.  The Fund expects to invest
substantial amounts of its assets in foreign securities. While foreign
securities offer special investment opportunities, there are also special
risks.


      The change in value of a foreign currency against the U.S. dollar will
result in a change in the U.S. dollar value of securities denominated in that
foreign currency.  Foreign issuers are not subject to the same accounting and
disclosure requirements that U.S. companies are subject to. The value of
foreign investments may be affected by exchange control regulations,
expropriation or nationalization of a company's assets, foreign taxes, delays
in settlement of transactions, changes in governmental economic or monetary
policy in the U.S. or abroad, or other political and economic factors.

      |X| There are Special Risks in Using Derivative Investments. The Fund
can use derivatives to seek increased returns or to try to hedge investment
risks.  In general terms, a derivative investment is one whose value depends
on (or is derived from) the value of an underlying asset, interest rate or
index.  Options, futures, and forward contracts are examples of derivatives.

      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. 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.

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.  There is no
assurance that the Fund will achieve its investment objective.

      In the short term, domestic and foreign stock markets can be volatile,
and the prices of the Fund's shares can go up and down substantially. The
Fund does not invest in debt securities to try to reduce the volatility of
its share prices. The Fund generally may be less volatile than funds focusing
on investments in emerging markets or small-cap stocks, but the Fund has
greater risks than funds that focus solely on large-cap domestic stocks or
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 Past Performance


      The bar chart and table below show one measure of the risks of
investing in the Fund, by showing changes in the Fund's performance from year
to year for the last 10 calendar years for non-service shares and by showing
how the average annual total returns for 1, 5 and 10 years or life of class
of the Fund's non-service and service class shares compare to those of a
broad-based market index. Because Class 3 and Class 4 shares were recently
made available, no performance information is available for those share
classes. The Fund's past investment performance is not necessarily an
indication of how the Fund will perform in the future.


Annual Total Returns (as of 12/31 each year)

[See appendix to prospectus for data in bar chart showing annual total
returns]


Charges imposed by the separate accounts that invest in the Fund are not
included in the calculations of return in this bar chart, and if those
charges were included, the returns would be less than those shown.  During
the period shown in the bar chart, the highest return (not annualized) for a
calendar quarter was 36.93% (4 Q `99) and the lowest return (not annualized)
for a calendar quarter was -18.34% (3 Q `02).

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Average       Annual

Total   Returns  for                       5 Years          10 Years
the  periods   ended      1 Year         (or life of       (or life of
December 31, 2003                      class if less)    class if less)


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Oppenheimer Global
Securities   Fund/VA
Non-Service Shares

(inception 11/12/90)      43.02%           10.28%             9.97%

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Morgan Stanley

World Index               33.76%           -0.39%             7.581

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Oppenheimer Global

Securities Fund/VA        42.86%           -2.87%              N/A
Service Shares

(inception 7/13/00)
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Oppenheimer Global
Securities Fund/VA        43.53             N/A2              N/A2
Class 3
(inception 5/1/03)

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Oppenheimer Global
Securities Fund/VA         N/A2             N/A2              N/A2
Class 4
(inception 5/1/04)

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1.    From 12/31/93
2.    Because Class 3 and Class 4 are new classes of shares,  performance data
   for the period specified is not available


The Fund's average annual total returns measure the performance of a
hypothetical account without deducting charges imposed by the separate
accounts that invest in the Fund and assume that all dividends and capital
gains distributions have been reinvested in additional shares.  The
performance of the Fund is compared to the Morgan Stanley Capital
International World Index, an unmanaged index of equity securities listed on
stock exchanges of 20 foreign countries and the U.S.  The index performance
includes the reinvestment of income but does not reflect fees, expenses, or
transaction costs. The Fund's investments vary from the index.

The Fund's total returns should not be expected to be the same as the returns
of other Oppenheimer funds, even if both funds have the same portfolio
managers and/or similar names.

Fees and Expenses of the Fund


The  following  tables  are  provided  to help  you  understand  the  fees and
expenses  you may pay if you buy and hold shares of the Fund.  The Fund pays a
variety of expenses  directly for  management  of its assets,  administration,
distribution of its shares and other  services.  Those expenses are subtracted
from the Fund's  assets to  calculate  the Fund's net asset  values per share.
All shareholders  therefore pay those expenses  indirectly.  The numbers below
are based on the Fund's  expenses  during its fiscal year ended  December  31,
2003.


Please refer to the  accompanying  prospectus of the  participating  insurance
company for  information  on initial or  contingent  deferred  sales  charges,
additional  exchange fees or redemption  fees,  and other charges and fees for
that variable life  insurance  policy,  variable  annuity or other  investment
product.  Those  charges  and fees are not  reflected  in either of the tables
below.

Shareholder Fees (fees paid directly from your investment)
(% of average daily net assets)

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                                 Non-Service                     Class 3         Class 4
                                 Shares          Service Shares  Shares          Shares

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Redemption Fee*  None            None            1%*             1%*

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Exchange Fee*    None            None            1%*             1%*

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*     The  Fund  assesses  a 1% fee on the  proceeds  of  Class 3 and  Class 4
   shares  that are  redeemed  (either  by selling  or  exchanging  to another
   Oppenheimer fund or other  investment  option offered through your variable
   life  insurance  or  variable  annuity  contract)  within  60 days of their
   purchase.


The Fund does not charge any initial sales charge to buy shares or to
reinvest dividends.

Annual Fund Operating Expenses (deducted from Fund assets):
(% of average daily net assets)

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                                Non-Service      Service Shares  Class 3 Shares  Class 4 Shares
                                Shares

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 Management Fees                0.63%            0.63%           0.63%           N/A1

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Distribution and
Service (12b-1)  None            0.25%           None            N/A1
Fees

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Other Expenses   0.04%           0.05%           0.05%           N/A1

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Total Annual
Operating        0.67%           0.93%           0.68%           N/A1
Expenses

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1.    Because  this is a new  class of  shares,  expense  data for the  period
  specified is not available.

Prior to May 1,  2002,  the  Service  class  service  fee was 0.15% and actual
service  class 12b-1 fees paid by the Fund during the year ended  December 31,
2003 was 0.23%, and total annual operating expenses were 0.90%.
Expenses  may vary in future  years.  "Other  expenses"  in the table  include
transfer  agent fees,  custodial  fees,  and accounting and legal expenses the
Fund pays. The Fund's transfer agent has voluntarily  agreed to limit transfer
and  shareholder  servicing agent fees to 0.35% per fiscal year, for all three
classes.  That  undertaking  may be amended or withdrawn at any time.  For the
Fund's fiscal year ended  December 31, 2003,  the transfer  agent fees did not
exceed the expense limitation described above.


EXAMPLE.  The  following  example is  intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds.

The  example  assumes  that you  invest  $10,000 in shares of the Fund for the
time periods  indicated and then redeem all of your shares at the end of those
periods.  The example also assumes that your  investment  has a 5% return each
year and that the  Fund's  operating  expenses  remain the same.  Your  actual
costs may be higher or lower,  because  expenses will vary over time. Based on
these  assumptions  your  expenses  would be as  follows,  whether  or not you
redeem your investment at the end of each period:

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                              1 Year      3 Years     5 Years     10 Years
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Non-Service Shares             $68         $214        $373         $835
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Service Shares                 $95         $296        $515         $1143

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Class 3 Shares                 $69         $218        $379         $847

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Class 4 Shares                 N/A1        N/A1        N/A1         N/A1

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1.    Because  this is a new  class of  shares,  expense  data for the  period
      specified is not available.


About the Fund's Investments


The Fund's Principal Investment Policies and Risks.  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. 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.

      |X| Stock Investments.  The Fund invests in securities issued by
domestic or foreign companies that the Manager believes have appreciation
potential.  The Fund invests primarily in a diversified portfolio of common
stocks (and may buy other equity securities) of issuers that may be of small,
medium or large size.  Equity securities include common stocks, preferred
stocks and securities convertible into common stock. The Manager considers
some convertible securities to be "equity equivalents" because of the
conversion feature and in that case their rating has less impact on the
Manager's investment decision than in the case of other debt securities.
Nevertheless, convertible debt securities are subject to both "credit risk"
(the risk that the issuer will not pay interest or repay principal in a
timely manner) and "interest rate risk" (the risk that prices of the security
will be affected inversely by changes in prevailing interest rates).  If the
Fund buys convertible securities, it will focus primarily on investment-grade
securities.

      |_| Cyclical Opportunities. The Fund may also seek to take advantage of
changes in the business cycle at home and abroad by investing in companies
that are sensitive to those changes if the Manager believes they have growth
potential. For example, when the economy is expanding, companies in the
consumer durables and technology sectors might benefit and present long-term
growth opportunities. The Fund might sometimes seek to take tactical
advantage of short-term market movements or events affecting particular
issuers or industries.

      |_| Industry Focus. At times, the Fund may increase the relative
emphasis of its investments in a particular industry. Stocks of issuers in a
particular industry are subject to changes in economic conditions, government
regulations, availability of basic resources or supplies, or other events
that affect that industry more than others. To the extent that the Fund has
greater emphasis on investments in a particular industry, its share values
may fluctuate in response to events affecting that industry. To some extent
that risk may be limited by the Fund's policy of not concentrating 25% or
more of its total assets in investments in any one industry.

      |X| Special Risks of Emerging and Developing Markets.  Securities of
issuers in emerging and developing markets may offer special investment
opportunities, but present risks not found in more mature markets.  Those
securities may be more difficult to sell at an acceptable price and their
prices may be more volatile than securities of issuers in more developed
markets.  Settlements of trades may be subject to greater delays so that the
Fund might not receive the proceeds of a sale of a security on a timely
basis.  These investments may be very speculative.

      These countries might have less developed trading markets and
exchanges.  Emerging market countries may have less developed legal and
accounting systems and investments may be subject to greater risks of
government restrictions on withdrawing the sale proceeds of securities from
the country.  Economics of developing countries may be more dependent on
relatively few industries that may be highly vulnerable to local and global
changes.  Governments may be more unstable and present greater risks of
nationalization or restrictions on foreign ownership of stocks of local
companies.

Special Portfolio Diversification Requirements. To enable a variable annuity
or variable life insurance contract based on an insurance company separate
account to qualify for favorable tax treatment under the Internal Revenue
Code, the underlying investments must follow special diversification
requirements that limit the percentage of assets that can be invested in
securities of particular issuers. The Fund's investment program is managed to
meet those requirements, in addition to other diversification requirements
under the Internal Revenue Code and the Investment Company Act that apply to
publicly-sold mutual funds.

      Failure by the Fund to meet those special requirements could cause
earnings on a contract owner's interest in an insurance company separate
account to be taxable income. Those diversification requirements might also
limit, to some degree, the Fund's investment decisions in a way that could
reduce its performance.

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
objective is a fundamental policy. 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.


      |X|   Portfolio Turnover. The Fund may engage in short-term trading to
try to achieve its objective.  It might have a turnover rate in excess of
100% annually.  Portfolio turnover affects brokerage costs the Fund pays. The
Financial Highlights table at the end of this Prospectus shows the Fund's
portfolio turnover rates during prior fiscal years.  Increased portfolio
turnover creates higher brokerage and transaction costs for the Fund (and may
reduce performance).


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|  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 will not invest more than 15% of its net assets in illiquid or
restricted securities.  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|  Derivative Investments. The Fund can invest in a number of
different kinds of "derivative" investments.  In the broadest sense,
exchange-traded options, futures contracts, and other hedging instruments the
Fund might use may be considered "derivative investments."  In addition to
using hedging instruments, the Fund can use other derivative investments
because they offer the potential for increased income and principal value.

      Markets, underlying securities and indices might move in a direction
not anticipated by the Manager.  Interest rate and stock market changes in
the U.S. and abroad may also influence the performance of derivatives.  As a
result of these risks the Fund could realize less principal or income from
the investment than expected.  Certain derivative investments held by the
Fund may be illiquid.

      |X|  Hedging.  The Fund can buy and sell forward contracts, futures
contracts, and put and call options, including options on futures and
broadly-based securities indices.  These are all referred to as "hedging
instruments."  The Fund is not required to hedge to seek its objective. The
Fund has limits on its use of hedging instruments and does not use them for
speculative purposes.

      The Fund could buy and sell options, futures and forward contracts for
a number of purposes. It might do so to try to manage its exposure to the
possibility that the prices of its portfolio securities may decline, or to
establish a position in the securities market as a temporary substitute for
purchasing individual securities.  It might do so to try to manage its
exposure to changing interest rates. Forward contracts can be used to try to
manage foreign currency risks on the Fund's foreign investments.

      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.  In
writing a put, there is a risk that the Fund may be required to buy the
underlying security at a disadvantageous 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| Repurchase Agreements.  The Fund can enter into repurchase
agreements.  In a repurchase transaction, the Fund buys a security and
simultaneously sells it to the vendor for delivery at a future date.
Repurchase agreements must be fully collateralized.  However, if the vendor
fails to pay the resale price on the delivery date, the Fund could incur
costs in disposing of the collateral and might experience losses if there is
any delay in its ability to do so.  There is no limit on the amount of the
Fund's net assets that may be subject to repurchase agreements of seven days
or less.


|X|   Temporary Defensive and Interim Investments.  In times of adverse or
unstable market, economic or political conditions, the Fund can invest up to
100% of its assets in temporary investments that are inconsistent with the
Fund's principal investment strategies.  For cash management purposes, the
Fund can hold cash equivalents such as commercial paper, repurchase
agreements, Treasury bills and other short-term U.S. government securities.
In times of adverse or unstable market or economic conditions, the Fund can
invest up to 100% of its assets in temporary defensive investments that are
inconsistent with the Fund's principle investment strategies.  These would
ordinarily be U. S. government securities, highly-rated commercial paper,
bank deposits or repurchase agreements. The Fund can 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. To
the extent the Fund invests defensively in these securities, it might not
achieve its investment objective.


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 $135
billion in assets as of December 31, 2003, including other Oppenheimer funds
with more than 7 million shareholder accounts.  The Manager is located at Two
World Financial Center, 225 Liberty Street, 11th Floor, New York, New York
10281-1008.


      |X|  Portfolio Manager.  The portfolio manager of the Fund is William
L. Wilby. He is a Vice President of the Fund and a Senior Vice President of
the Manager (since July 1994). He has been the person principally responsible
for the day-to-day management of the Fund's portfolio since December 1995.
Mr. Wilby also serves as a Senior Vice President of HarbourView Asset
Management Corporation (since May 1999); a Senior Investment Officer,
Director of International Equities (since May 2000) of the Manager; and an
officer and portfolio manager for other Oppenheimer funds. He was formerly
Vice President of the Manager (October 1991 - July 1994) and of HarbourView
Asset Management Corporation (June 1992 - May 1999).


      |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: 0.75% of the first $200 million of
average annual net assets, 0.72% of the next $200 million, 0.69% of the next
$200 million, 0.66% of the next $200 million, and 0.60% of average annual net
assets over $800 million. The Fund's management fee for its last fiscal year
ended December 31, 2003, was 0.65% of the Fund's average annual net assets
for each class of shares.


      |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 interest of the shareholders of the Fund to do so.

Investing in the Fund

How to Buy and Sell 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 only eligible to purchase Class 3 shares, Class 4 shares, or 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 interest to do so.
Class 3 and Class 4 shares are currently offered only as an investment option
through separate accounts offered by certain insurance companies. Please
refer to the accompanying prospectus of the participating insurance company
for more details.

      |X|  Excessive  Short-Term  Exchange  Activity.   The  Fund  discourages
excessive  short-term  activity  and has  asked  its  participating  insurance
companies  for their  cooperation  in trying to prevent such activity in their
separate  accounts by investors and their financial  advisors.  While the Fund
recognizes that some contract  owners may engage in periodic asset  allocation
and  re-balancing of fund  investments in their  accounts,  making an exchange
out of the Fund  within  30 days of  buying  shares  (either  by  purchase  or
exchange),  or making more than four "round-trip" exchanges between funds in a
year,  may be considered  excessive  short-term  exchange  activity.  Separate
accounts  under common  ownership  or control are  combined for these  limits.
There  may be other  types of  transactions  that  demonstrate  a  pattern  of
harmful  short-term  exchanges,  and transactions  involving larger amounts of
money  raise  special  concerns  because  of the effect of  exchanges  on Fund
liquidity,  investment  programs  and  transaction  costs.  The Fund seeks the
cooperation  of  participating  insurance  companies in  preventing  excessive
short-term  exchange activity by their respective  separate account investors,
and the Fund's  Transfer Agent attempts to selectively  monitor flows into and
out of the Fund,  but there can be no  assurance  that the Fund,  the Transfer
Agent or the Fund's  participating  insurance  companies will be successful in
curbing abusive short-term exchanges.


- ------------------------------------------------------------------------------
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 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.
- ------------------------------------------------------------------------------

At What Price Are Shares Sold? Shares are sold to participating insurance
companies 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.

Net Asset Value.  The Fund calculates the net asset value of each class of
shares as of the close of The New York Stock Exchange ("the Exchange"), on
each day 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
or policy 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 offers four different classes of shares.
The class of shares designated as Service class shares and Class 4 shares are
subject to a distribution and service plan.  The impact of the expenses of
that plan on Service class shares is described below.  The class of shares
that are not subject to a plan are designated as non-service shares and Class
3 shares. 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.

     |X|  Distribution and Service Plan for Service shares. The Fund has
adopted a Distribution and Service Plan for Service share class and Class 4
shares to pay the distributor, for distribution related services and personal
service and account maintenance for the Fund's Service class and Class 4
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 share class and Class 4
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 class and Class 4 shares.  The impact of
the service plan is to increase operating expenses of the Service class and
Class 4 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.


      The Fund assesses a 1% fee on the proceeds of Class 3 and Class 4
shares that are redeemed (either by selling or exchanging to another
Oppenheimer fund or other investment option offered through your variable
life insurance or variable annuity contract) within 60 days of their
purchase.  The redemption fee is paid to the Fund, and is intended to offset
the trading costs, market impact and other costs associated with short-term
money movements in and out of the Fund.  The redemption fee is imposed to the
extent that Class 3 and Class 4 shares redeemed exceed Class 3 and Class 4
shares that have been held more than 60 days. For Class 3 and Class 4 shares
of the Fund acquired by exchange, the holding period prior to the exchange is
not considered in determining whether to apply the redemption fee.


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. 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.

      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.

Financial Highlights


The Financial Highlights Table is presented to help you understand the Fund's
financial performance for its non-service shares for the past ten fiscal
years and the past three fiscal years for its service shares and Class 3
shares. Because Class 4 shares were recently made available, no performance
information is available for that share class.  Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that an investor would have earned (or lost) on an
investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by Deloitte & Touche LLP,
the Fund's independent auditors, whose report, along with the Fund's
financial statements, is included in the Statement of Additional Information,
which is available on request.  Because Class 4 shares of the Fund will not
be issued prior to May 1, 2004, no financial information is shown for Class 4
shares in the Financial Highlights table or in the financial statements
included in the Statement of Additional Information.

INFORMATION AND SERVICES
For More Information on Oppenheimer Global Securities 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 is
available in the Fund's Annual and Semi-Annual Reports to shareholders.
The Annual Report includes 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, 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

PR0485.001.0504
Printed on recycled paper.

                         Appendix to Prospectus of
                   Oppenheimer Global Securities Fund/VA
             (a series of Oppenheimer Variable Account Funds)


Graphic  material  included in the Prospectus of Oppenheimer  Global  Securities
Fund/VA (the under the heading Annual Total Return (as of 12/31 each year) A bar
chart will be included in the  Prospectus of the Fund depicting the annual total
returns of a hypothetical  $10,000  investment in non-service shares of the Fund
for each of the ten most  recent  calendar  years,  without  deducting  separate
account expenses.  Set forth below are the relevant data that will appear on the
bar chart:

Calendar
Year
Ended                               Annual Total Returns
- -----                               --------------------


12/31/94                                  -5.72%
12/31/95                                   2.24%
12/31/96                                  17.80%
12/31/97                                  22.42%
12/31/98                                  14.11%
12/31/99                                  58.48%
12/31/00                                    5.09%
12/31/01                                  -12.04%
12/31/02                                  -22.13%
12/31/03                                  43.02%

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

6803 S. Tucson Way, Centennial, Colorado 80112
1.800.981.2871


Statement of Additional Information dated May 1, 2004


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 Balanced Fund/VA
      (named "Oppenheimer Multiple Strategies Fund" prior to May 1, 2004)

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, 2004. 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..
    The Funds' Investment Policies.....................................
    Other Investment Techniques and Strategies.........................
    Other Investment Restrictions......................................
How the Funds are Managed .............................................
    Organization and History...........................................
    Board of Trustees and Oversight Committees.........................
    Trustees and Officers of the Funds.................................
    The Manager........................................................

Brokerage Policies of the Funds........................................
Distribution and Service Plans (Service and Class 4 Shares)............
Performance of the Funds...............................................


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

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 consists of two separate documents.
This text comprises the first document. The second document contains the
Independent Auditors' Reports and Financial Statements for each Fund. The two
documents should be read together with the Prospectuses for the Funds and for
the insurance products you have selected. These documents can also 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 both
documents comprising this Statement of Additional Information online, if you
have technical difficulties, or to request a paper copy of both documents
comprising 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. (the "Manager"), 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 Small Cap Fund(R)/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." Balanced Fund/VA and Main
Street Fund(R)/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 Fund(R)/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.

o     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.

o     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:
o     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.
o     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.
o     Dividend Yield is measured by dividing the annual dividend by the stock
         price per share.
o     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.

o     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.


o     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 (the "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.

o     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.

o     Commercial (Privately-Issued) Mortgage Related Securities. The Funds
can invest in commercial mortgage-related securities issued by private
entities. Generally these are multi-class debt or pass-through certificates
secured by mortgage loans on commercial properties. They are subject to the
credit risk of the issuer. These securities typically are structured to
provide protection to investors in senior classes from possible losses on the
underlying loans. They do so by having holders of subordinated classes take
the first loss if there are defaults on the underlying loans. They may also
be protected to some extent by guarantees, reserve funds or additional
collateralization mechanisms.

      |X|   Participation Interests. The Funds can invest in participation
interests, subject to the Fund's limitation on investments in illiquid
investments. A participation interest is an undivided interest in a loan made
by the issuing financial institution in the proportion that the buyer's
participation interest bears to the total principal amount of the loan. Not
more than 5% of the Fund's net assets can be invested in participation
interests of the same borrower. The issuing financial institution may have no
obligation to the Fund other than to pay the Fund the proportionate amount of
the principal and interest payments it receives.

      Participation interests are primarily dependent upon the
creditworthiness of the borrowing corporation, which is obligated to make
payments of principal and interest on the loan. There is a risk that a
borrower may have difficulty making payments. If a borrower fails to pay
scheduled interest or principal payments, the Fund could experience a
reduction in its income. The value of that participation interest might also
decline, which could affect the net asset value of the Fund's shares. If the
issuing financial institution fails to perform its obligations under the
participation agreement, the Fund might incur costs and delays in realizing
payment and suffer a loss of principal and/or interest.

|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.

o     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.

o     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.

o     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 trenches 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.

o     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.

o     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.

|X|   Passive Foreign Investment Companies. Some securities of corporations
domiciled outside the U.S. which the Fund may purchase, may be considered
passive foreign investment companies ("PFICs") under U.S. tax laws. PFICs are
those foreign corporations which generate primarily passive income. They tend
to be growth companies or "start-up" companies. For federal tax purposes, a
corporation is deemed a PFIC if 75% or more of the foreign corporation's
gross income for the income year is passive income or if 50% or more of its
assets are assets that produce or are held to produce passive income. Passive
income is further defined as any income to be considered foreign personal
holding company income within the subpart F provisions defined by IRCss.954.

      Investing in PFICs involves the risks associated with investing in
foreign securities, as described above. There are also the risks that the
Fund may not realize that a foreign corporation it invests in is a PFIC for
federal tax purposes. Federal tax laws impose severe tax penalties for
failure to properly report investment income from PFICs. Following industry
standards, the Fund makes every effort to ensure compliance with federal tax
reporting of these investments. PFICs are considered foreign securities for
the purposes of the Fund's minimum percentage requirements or limitations of
investing in foreign securities.

      Subject to the limits under the Investment Company Act, the Fund may
also invest in foreign mutual funds which are also deemed PFICs (since nearly
all of the income of a mutual fund is generally passive income). Investing in
these types of PFICs may allow exposure to various countries because some
foreign countries limit, or prohibit, all direct foreign investment in the
securities of companies domiciled therein.

      In addition to bearing their proportionate share of a fund's expenses
(management fees and operating expenses), shareholders will also indirectly
bear similar expenses of such entities. Additional risks of investing in
other investment companies are described below under "Investment in Other
Investment Companies."


o     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 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 (the "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 "SEC"), 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.


      Loans of Portfolio Securities. To raise cash for liquidity purposes or
income, the Fund can lend its portfolio securities to brokers, dealers and
other types of financial institutions approved by the Fund's Board of
Trustees.

      The Fund may lend its portfolio securities pursuant to the Securities
Lending Agreement (the "Securities Lending Agreement") with JP Morgan Chase,
subject to the restrictions stated in the Prospectus. The Fund will lend such
portfolio securities to attempt to increase the Fund's 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 the 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
Fund 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
Fund. The Fund 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 Fund 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 in defaults. The Securities Lending
Agreement may be terminated by either JP Morgan Chase or the Fund 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 Fund to reacquire loaned
securities on five business days' notice or in time to vote on any important
matter.


      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.

      Interfund Borrowing and Lending Arrangements. Consistent with its
fundamental policies and pursuant to an exemptive order issued by the SEC,
the Fund may engage in borrowing and lending activities with other funds in
the OppenheimerFunds complex. Borrowing money from affiliated funds may
afford the Fund the flexibility to use the most cost-effective alternative to
satisfy its borrowing requirements. Lending money to an affiliated fund may
allow the Fund to obtain a higher rate of return than it could from interest
rates on alternative short-term investments. Implementation of interfund
lending is being accomplished consistent with applicable regulatory
requirements, including the provisions of the SEC order.

o     Interfund Borrowing. The Fund will not borrow from affiliated funds
unless the terms of the borrowing arrangement are at least as favorable as
the terms the Fund could otherwise negotiate with a third party. To assure
that the Fund will not be disadvantaged by borrowing from an affiliated fund,
certain safeguards are being implemented. Examples of these safeguards
include the following:
o     the Fund will not borrow money from affiliated funds unless the
            interest rate is more favorable than available bank loan rates;
o     the Fund's borrowing from affiliated funds must be consistent with its
            investment objective and investment policies;
o     the loan rates will be the average of the overnight repurchase
            agreement rate available through the OppenheimerFunds joint
            repurchase agreement account and a pre-established formula based
            on quotations from independent banks to approximate the lowest
            interest rate at which bank loans would be available to the Fund;
o     if the Fund has outstanding borrowings from all sources greater than
            10% of its total assets, then the Fund must secure each
            additional outstanding interfund loan by segregating liquid
            assets of the Fund as collateral;
o     the Fund cannot borrow from an affiliated fund in excess of 125% of its
            total redemptions for the preceding seven days;
o     each interfund loan may be repaid on any day by the Fund; and
o     the Trustees will be provided with a report of all interfund loans and
            the Trustees will monitor all such borrowings to ensure that the
            Fund's participation is appropriate.

      There is a risk that a borrowing fund could have a loan called on one
days' notice. In that circumstance, the Fund might have to borrow from a bank
at a higher interest cost if money to lend were not available from another
Oppenheimer fund.

o     Interfund Lending. To assure that the Fund will not be disadvantaged by
making loans to affiliated funds, certain safeguards are being implemented.
Examples of these safeguards include the following:
o     the Fund will not lend money to affiliated funds unless the interest
            rate on such loan is determined to be reasonable under the
            circumstances;
o     the Fund may not make interfund loans in excess of 15% of its net
            assets;
o     an interfund loan to any one affiliated fund shall not exceed 5% of the
            Fund's net assets;
o     an interfund loan may not be outstanding for more than seven days;
o     each interfund loan may be called on one business day's notice; and
o     the Manager will provide the Trustees reports on all interfund loans
            demonstrating that the Fund's participation is appropriate and
            that the loan is consistent with its investment objectives and
            policies.

      When a Fund  lends  assets  to  another  affiliated  fund,  the  Fund is
subject to the risk that the borrowing fund might fail to repay the loan.

      o  Bank Obligations. The Funds can buy time deposits, certificates of
deposit and bankers' acceptances. They must be:
o     obligations issued or guaranteed by a domestic bank (including a
            foreign branch of a domestic bank) having total assets of at
            least U.S. $1 billion, or
o     obligations of a foreign bank with total assets of at least U.S. $1
            billion.

      "Banks" include commercial banks, savings banks and savings and loan
associations, which may or may not be members of the Federal Deposit
Insurance Corporation.

      o  Commercial Paper. The Funds can invest in commercial paper if it is
rated within the top three rating categories of S&P and Moody's or other
rating organizations.

      If the paper is not rated, it may be purchased if the Manager
determines that it is comparable to rated commercial paper in the top three
rating categories of national rating organizations.

      The Funds can buy commercial paper, including U.S. dollar-denominated
securities of foreign branches of U.S. banks, issued by other entities if the
commercial paper is guaranteed as to principal and interest by a bank,
government or corporation whose certificates of deposit or commercial paper
may otherwise be purchased by the Funds.

      o  Variable Amount Master Demand Notes. Master demand notes are
corporate obligations that permit the investment of fluctuating amounts by
the Funds at varying rates of interest under direct arrangements between the
Funds, as lender, and the borrower. They permit daily changes in the amounts
borrowed. The Funds have 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 prepay up to the full amount of the note without
penalty. These notes may or may not be backed by bank letters of credit.

      Because these notes are direct lending arrangements between the lender
and borrower, it is not expected that there will be a trading market for
them. There is no secondary market for these notes, although they are
redeemable (and thus are immediately repayable by the borrower) at principal
amount, plus accrued interest, at any time. Accordingly, the Fund's right to
redeem such notes is dependent upon the ability of the borrower to pay
principal and interest on demand.

      The Funds have no limitations on the type of issuer from whom these
notes will be purchased. However, in connection with such purchases and on an
ongoing basis, the Manager will consider the earning power, cash flow and
other liquidity ratios of the issuer, and its ability to pay principal and
interest on demand, including a situation in which all holders of such notes
made demand simultaneously. Investments in master demand notes are subject to
the limitation on investments by the Fund in illiquid securities, described
in the Prospectus. Currently, the Fund does not intend that its investments
in variable amount master demand notes will exceed 5% of its total assets.

      |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:
o     sell futures contracts,
o     buy puts on such futures or on securities, or
o     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:
o     buy futures, or
o     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.

o     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) an individual stock ("single stock futures"), (3) bond indices
(these are referred to as "bond index futures"), (4) debt securities (these
are referred to as "interest rate futures"), (5) foreign currencies (these
are referred to as "forward contracts") and (6) commodity contracts (these
are referred to as commodity futures)." The Fixed Income Funds are not
expected to buy or sell stock index futures or single stock futures on a
regular basis.

      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. Similarly, a single stock future
obligates the seller to deliver (and the purchaser to take) cash or a
specified equity security to settle the futures transaction. Either party
could also enter into an offsetting contract to close out the position.
Single stock futures trade on a very limited number of exchanges, with
contracts typically not fungible among the exchanges. Similarly, a single
stock future obligates the seller to deliver (and the purchaser to take) cash
or a specified equity security to settle the futures transaction. Either
party could also enter into an offsetting contract to close out the position.
Single stock futures trade on a very limited number of exchanges, with
contracts typically not fungible among the exchanges.


      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.

o     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.

o     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.

o     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.

o     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.

o     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 the 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 identified
on its books) 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.

o     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.

o     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."

      The Fund will cover its short positions in these cases by identifying
on its books liquid 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 Swaps Transactions. Value Fund/VA and Strategic Bond
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 securities. For example, they might swap the
right to receive floating rate payments for fixed rate payments. Each of
these Funds can enter into interest rate swaps on securities it owns or as
hedge against a basket of securities held by that Fund that the Fund's
Manager deems to be closely correlated with the swap transactions. Also, that
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 Balanced/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).

o     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.

o     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 nationally-recognized
statistical rating organizations by the SEC are Standard & Poor's (a division
of the McGraw-Hill Companies), Moody's Investors Service, Inc., Fitch, Inc.
and Dominion Bond Rating Service Limited. 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:
o     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
o     more than 50% of the outstanding shares.

      The Funds' (except Value Fund /VA) 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.

o     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.

o     The Funds 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 agreements.

o     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.

o     The Funds cannot buy or sell real estate or interests in real estate.
         However, the Funds can purchase debt securities secured by real
         estate or interests in real estate, or issued by companies,
         including real estate investment trusts, which invest in real estate
         or interests in real estate.

o     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.

o     The Funds cannot invest in commodities or commodity contracts, other
         than the hedging instruments permitted by any of its other
         fundamental policies. It does not matter whether the hedging
         instrument is considered to be a commodity or commodity contract.

o     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.

o     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.

      The following investment restrictions are fundamental policies of the
Value Fund/VA.

o     Value Fund/VA cannot issue senior securities. However, it can make
         payments or deposits of margin in connection with options or futures
         transactions, lend its portfolio securities, enter into repurchase
         agreements, borrow money and pledge its assets as permitted by its
         other fundamental policies. For purposes of this restriction, the
         issuance of shares of common stock in multiple classes or series,
         the purchase or sale of options, futures contracts and options on
         futures contracts, forward commitments, and repurchase agreements
         entered into in accordance with the Fund's investment policies, and
         the pledge, mortgage or hypothecation of the Fund's assets are not
         deemed to be senior securities.

o     Value Fund/VA cannot buy securities or other instruments issued or
         guaranteed by any one issuer if more than 5% of its total assets
         would be invested in securities or other instruments of that issuer
         or if it would then own more than 10% of that issuer's voting
         securities. This limitation applies to 75% of the Fund's total
         assets. The limit does not apply to securities issued or guaranteed
         by the U.S. government or any of its agencies or instrumentalities
         or securities of other investment companies.

o     Value Fund/VA cannot invest 25% or more of its total assets in any one
         industry. That limit does not apply to securities issued or
         guaranteed by the U.S. government or its agencies and
         instrumentalities or securities issued by investment companies.

o     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.

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.

o     Value Fund/VA cannot underwrite securities of other issuers. A
         permitted exception is in case it is deemed to be an underwriter
         under the Securities Act of 1933 in reselling its portfolio
         securities.

o     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.


o     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.


      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.

      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 Funds makes an investment. The Funds 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.

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 Balanced 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 Fund(R)/VA was organized in 1995,
Main Street Small Cap Fund(R)/VA was organized in 1998 and Value Fund/ VA was
organized in 2002. Prior to May 1, 2003, Oppenheimer Main Street Fund(R)/VA was
named "Oppenheimer Main Street(R)Growth & Income Fund/VA." Prior to May 1,
2001, Oppenheimer Main Street Small Cap Fund(R)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." Prior to May 1, 2004, Oppenheimer Balanced Fund/VA was
named "Oppenheimer Multiple Strategies Fund/VA." All references to the Fund's
Board of Trustees and Officers refer to the Trustees and Officers,
respectively, of Oppenheimer Variable Account Funds.


|X|   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 (except for Global Securities Fund/VA) currently have two
classes of shares authorized. All Funds offer a class of shares with no name
designation referred to in this Statement of Additional Information and the
Prospectus as "non-service shares." As of December 31, 2003, all Funds except
Money Fund/VA also offered a service share class, subject to a Distribution
and Service Plan. As of May 1, 2003, Global Securities Fund/VA offered a
third share class, referred to in this Statement of Additional Information
and the Prospectus as "Class 3", and as of May 1, 2004, Global Securities
Fund/VA also offers a fourth share class, referred to in this Statement of
Additional Information and the Prospectus as "Class 4" which is subject to a
Distribution and Service Plan. Value Fund/VA currently only offers the class
of non-service shares. 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.

|X|   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.

|X|   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.

|X|   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 Audit Committee is comprised solely of Independent Trustees. 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, 2003. 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
financial statement audits and the audit fees charged; (ii) reviewing reports
from the Fund's independent auditors regarding the Fund's internal accounting
procedures and controls; (iii) review reports from the Manager's Internal
Audit Department; (iv) maintaining a separate line of communication between
the Fund's independent auditors and its Independent Trustees; and (v)
exercise all other functions outlined in the Audit Committee Charter,
including but not limited to reviewing the independence of the Fund's
independent auditors and the pre-approval of the performance by the Fund's
independent auditors of any non-audit service, including tax service, for the
Fund and the Manager and certain other affiliates of the Manager.

      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 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, 2003. 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 Mr. Murphy, each of the
Trustees is an "Independent Trustee," as defined in 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 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 Principal   Protected
Oppenheimer Cash Reserves                  Trust II
Oppenheimer Champion Income Fund           Oppenheimer Real Asset Fund
                                           Oppenheimer  Senior  Floating  Rate

Oppenheimer Capital Income Fund            Fund

Oppenheimer Equity Fund, Inc.              Oppenheimer Strategic Income Fund
Oppenheimer High Yield Fund                Oppenheimer Variable Account Funds
Oppenheimer International Bond Fund        Panorama Series Fund, Inc.
Oppenheimer Integrity Funds
Oppenheimer Limited-Term Government Fund   Centennial America Fund, L. P.
                                           Centennial  California  Tax  Exempt
Oppenheimer Main Street Funds, Inc.        Trust
Oppenheimer Main Street Opportunity Fund   Centennial Government Trust
Oppenheimer Main Street Small Cap Fund     Centennial Money Market Trust

                                           Centennial   New  York  Tax  Exempt
Oppenheimer Municipal Fund                 Trust

Oppenheimer Principal Protected Trust      Centennial Tax Exempt Trust

      Messrs. Ferreira, Kourkoulakos, Leavy, Manioudakis, Molleur, Monoyios,
Murphy, O'Hare, Putnam, Reinganum, Steinmetz, Vottiero, Weiss, Wilby, Wixted,
Zack and Zavanelli, and Messes. Becholt, Feld, Ives, Putnam and Wolf 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 _________ ___, 2004, the
Trustees and officers of the Funds, as a group, owned of record or
beneficially less than 1% of any class of shares of any of the Funds. 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 2001,
Mr. Swain surrendered for cancellation 60,000 options of Oppenheimer
Acquisition Corp. ("OAC") (the Manager's parent holding company) to
MassMutual for a cash payment of $2,700,600.

      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 Past 5  Dollar      Aggregate
                                                                       Dollar
                                                                      Range of
                                                                     y Shares
                                                                     Beneficially
                                                                      Owned in
                   Years / Other                          Range of   any of the
Age, Position(s)   Trusteeships/Directorships Held by     Shares     Oppenheimer
Held with Fund     Trustee / Number of Portfolios in      Beneficiall   Funds
and Length of      Fund Complex Currently Overseen by     Owned in    Overseen
Service            Trustee                                each Funds by Trustee
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
                                                            As of December 31,

                                                                   2003

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

William L.         Chairman  of  the  following   private             $50,001-
Armstrong,         mortgage  banking  companies:   Cherry             $100,000
Chairman since     Creek  Mortgage  Company (since 1991),
2003 and Trustee   Centennial   State  Mortgage   Company
since 1999         (since  1994),  The El  Paso  Mortgage
Age: 67.           Company   (since   1993),    Transland
                   Financial   Services,    Inc.   (since
                   1997);   Chairman  of  the   following
                   private   companies:   Great  Frontier
                   Insurance  (insurance  agency)  (since
                   1995),  Ambassador  Media  Corporation
                   and Broadway  Ventures (since 1984); a
                   director  of  the   following   public
                   companies:  Helmerich  &  Payne,  Inc.
                   (oil   and   gas   drilling/production
                   company)      (since     1992)     and
                   UNUMProvident    (insurance   company)
                   (since 1991).  Mr. Armstrong is also a
                   Director/Trustee   of  Campus  Crusade
                   for    Christ    and    the    Bradley
                   Foundation.  Formerly  a  director  of
                   the  following:   Storage   Technology
                   Corporation (a publicly-held  computer
                   equipment   company)    (1991-February
                   2003),   and   International    Family
                   Entertainment   (television   channel)
                   (1992-1997),   Frontier  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
                   38 portfolios in the  OppenheimerFunds
                   complex.

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

Robert G. Avis,    Formerly,  Director  and  President of               Over
Trustee since 1993 A.G.  Edwards Capital,  Inc.  (General             $100,000
Age: 72.           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  (until  March
                   2000) of A.G.  Edwards & Sons and A.G.
                   Edwards  Trust  Company.  Oversees  38
                   portfolios  in  the   OppenheimerFunds
                   complex.

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

George C. Bowen,   Formerly  (until April  1999):  Senior               Over
Trustee since 1999 Vice President  (from  September 1987)             $100,000
Age: 67.           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  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   OppenheimerFunds  plc  (offshore
                   fund  management  subsidiaries  of the
                   Manager).  Oversees 38  portfolios  in
                   the OppenheimerFunds complex.

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

Edward L. Cameron, A member  of The  Life  Guard of Mount             $50,001-
Trustee since 1999 Vernon,   George   Washington's   home             $100,000
Age: 65.           (since  June  2000).  Formerly  (March
                   2001 - May 2002)  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    38
                   portfolios  in  the   OppenheimerFunds
                   complex.

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

Jon S. Fossel,     Chairman and Director  (since 1998) of               Over
Trustee since      Rocky   Mountain  Elk   Foundation  (a             $100,000
1990               not-for-profit   foundation);   and  a
Age: 62.           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.,     Shareholders
                   Services    Inc.    and    Shareholder
                   Financial   Services,    Inc.   (until
                   October 1995).  Oversees 38 portfolios
                   in the OppenheimerFunds complex.

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

Sam Freedman,      Director   of   Colorado   Uplift   (a               Over
Trustee since      non-profit  charity) (since  September             $100,000
1996               1984).  Formerly  (until October 1994)
Age: 63.           Mr.  Freedman  held several  positions
                   in subsidiary or affiliated  companies
                   of   the    Manager.    Oversees    38
                   portfolios  in  the   OppenheimerFunds
                   complex.

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

Beverly         L. Trustee  (since  1996)  of  MassMutual           $10,001-$50,000
Hamilton,  Trustee Institutional  Funds and of MML Series
since 2002         Investment  Fund (open-end  investment
Age: 57.           companies);  Director of 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,     President
                   (February    1991-April   2000)   ARCO
                   Investment     Management     Company.
                   Oversees   37    portfolios   in   the
                   OppenheimerFunds complex.

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

Robert J. Malone,  Chairman   and  CEO  (since  2003)  of   None        Over
Trustee since 2002 Steele    Street    State    Bank   (a             $100,000
Age: 59.           commercial  banking entity);  Director
                   (since 2001) of Jones Knowledge,  Inc.
                   (a  privately  held   company),   U.S.
                   Exploration,   Inc.,   (since   1997),
                   Colorado    UpLIFT    (a    non-profit
                   organization)   (since   1986)  and  a
                   trustee   of  the   Gallagher   Family
                   Foundation  (non-profit  organization)
                   (since  2000).  Formerly,  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.  (a  REIT)  (1993-2000).
                   Oversees   37    portfolios   in   the
                   OppenheimerFunds complex.

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

F. William         Trustee  (since  1996)  of  MassMutual               Over
Marshall, Jr.,     Institutional  Funds and of MML Series             $100,000
Trustee since 2000 Investment  Fund (open-end  investment
Age: 62.           companies);   Trustee   (since  1987),
                   Chairman  of the  Board  (since  2003)
                   and   Chairman   of   the   investment
                   committee   (since   1994)   for   the
                   Worcester     Polytech      Institute;
                   President   and    Treasurer    (since
                   January  1999)  of  the  SIS  Fund  (a
                   private  not  for  profit   charitable
                   fund);  Trustee  (since  1995)  of the
                   Springfield    Library    and   Museum
                   Association;  Trustee  (since 1996) of
                   the   Community    Music   School   of
                   Springfield.  Formerly,  member of the
                   investment  committee of the Community
                   Foundation  of  Western  Massachusetts
                   (1998  -  2003);   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   38    portfolios   in   the
                   OppenheimerFunds complex.

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

     The address of Mr. Murphy in the chart below is Two World Financial Center,
225 Liberty Street,  11th Floor, New York, NY 10281-1008.  Mr. Murphy serves for
an indefinite term, until his resignation, death or removal.

    Interested
   Trustee and
     Officer
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Name, Address,  Principal   Occupation(s)  During  Past  5 Dollar     Aggregate
                                                                      Dollar
                                                                      Range of
                                                                      Shares
                                                                      Beneficially
Age,                                                       Range of   Owned in
Position(s)                                                Shares     any of
Held with Fund  Years /  Other  Trusteeships/Directorships Beneficiallthe
and Length of   Held by Trustee / Number of  Portfolios in Owned in   Oppenheimer
Service         Fund Complex Currently Overseen by Trustee each Funds   Funds
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
                                                            As of December 31,

                                                                   2003

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

John V.         Chairman,   Chief  Executive  Officer  and    None     Over
Murphy,         director  (since June 2001) and  President             $100,000
President and   (since  September  2000)  of the  Manager;
Trustee, since  President  and a  director  or  trustee of
2001            other Oppenheimer  funds;  President and a
Age: 54.        director  (since July 2001) of Oppenheimer
                Acquisition   Corp.   and  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  DLB
                Acquisition    Corporation    (a   holding
                company  that  owns  shares  of  David  L.
                Babson & Company,  Inc.); 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     72     portfolios     as    a
                Trustee/Officer  and 10  portfolios  as an
                Officer in the OppenheimerFunds complex.

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


      The address of the Officers in the chart below is as follows: Messrs.
Ferreira, Kourkoulakos, Leavy, Manioudakis, Molleur, Monoyios, O'Hare,
Putnam, Reinganum, Steinmetz, Wilby, Zavanelli, and Zack and Messes. Feld and
Putnam, Two World Financial Center, 225 Liberty Street, 11th Floor, New York,
NY 10281-1008; for Messrs. Vottiero, Weiss and Wixted and Messes. 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.


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

Emmanuel Ferreira       Vice President of the Manager (since January 2003).
Vice President and      An officer of 3 portfolios in the OppenheimerFunds
Portfolio Manager       complex. Formerly, Portfolio Manager at Lashire
since 2003              Investments (July 1999-December 2002), and a Senior
Age: 36.                Analyst at Mark Asset Management (July 1997-June
                        1999).

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

Dimitrios Kourkoulakos  Vice President of the Manager (since December 2001);
Vice President and      an officer of 3 portfolios in the OppenheimerFunds
Portfolio Manager       complex; formerly a High Yield Analyst (1998 - 2001)
since 2002              and a Securities Analyst (1995 - 1998) of the Manager.
Age: 37.

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

Christopher Leavy       Senior Vice President (since September 2000) of the
Vice President and      Manager; an officer of 7 portfolios in the
Portfolio Manager       OppenheimerFunds complex; prior to joining the
since 2000              Manager in September 2000, he was a portfolio manager
Age: 33.                of Morgan Stanley Dean Witter Investment Management
                        (1997 - September 2000).

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

Angelo Manioudakis      Senior Vice President of the Manager (since April
Vice President and      2002); an officer of 12 portfolios in the
Portfolio Manager       OppenheimerFunds complex; formerly Executive Director
since 2003              and portfolio manager for Miller, Anderson &
Age: 37.                Sherrerd, a division of Morgan Stanley Investment
                        Management (August 1993-April 2002).

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

Nikolaos D. Monoyios    Vice President of the Manager (since April 1998); an
Vice President and      officer of 4 portfolios in the OppenheimerFunds
Portfolio Manager       complex; a Certified Financial Analyst; formerly a
since 1998              Vice President and portfolio manager for Guardian
Age: 54.                Investor Services, the investment management
                        subsidiary of The Guardian Life Insurance Company
                        (1979 - March 1998).

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

John O'Hare, Vice       Vice President of the Manager (since September 2003);
President and           an officer of 2 portfolios in the OppenheimerFunds
Portfolio Manager       complex. Formerly Executive Vice President and
since 2003              Portfolio Manager (June 2000 - August 2003) and
Age: 45                 Portfolio Manager and Senior Vice President (August
                        1997 - June 2000) at Geneva Capital Management, Ltd.
                        (an investment advisor). Mr. O'Hare holds a BBA in
                        Finance and Economics from the University of
                        Wisconsin and is a Chartered Financial Analyst.

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

Jane Putnam             Vice President of the Manager (since October 1995);
Vice President and      an officer of 2 portfolios in the OppenheimerFunds
Portfolio Manager       complex.
since 1995
Age: 43.

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

Dr. Marc Reinganum,     Vice President (since September 2002) of the Manager;
Vice President and      a Director of Quantitative Research and Portfolio
Portfolio Manager       Strategist for Equities. Formerly the Mary Jo Vaughn
since 2003              Rauscher Chair in Financial Investments at Southern
Age: 50                 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.

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

Arthur P. Steinmetz     Senior Vice President of the Manager (since March
Vice President and      1993) and of HarbourView Asset Management Corporation
Portfolio Manager       (since March 2000); an officer of 6 portfolios in the
since 2003              OppenheimerFunds complex.
Age: 45.

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

Barry D. Weiss          Vice  President of the Manager  (since July 2001);  an
Vice President and      officer  of  6  portfolios  in  the   OppenheimerFunds
Portfolio Manager       complex;  formerly Assistant Vice President and Senior
since 2001              Credit  Analyst  of the  Manager  (February  2000-June
Age: 39.                2001).  Prior to joining the Manager in February 2000,
                        he was Associate Director,  Structured Finance,  Fitch
                        IBCA  Inc.  (April  1998 -  February  2000);  and News
                        Director,  Fitch Investors  Service  (September 1996 -
                        April 1998).

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

William L. Wilby        Senior Vice President of the Manager (since July
Vice President and      1994) and of HarbourView Asset Management Corporation
Portfolio Manager       (since May 1999); Senior Investment Officer, Director
since 1994              of International Equities (since May 2000) of the
Age: 59.                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           Senior  Vice  President   (since  June  2000)  of  the
Vice President and      Manager;   an   officer   of  9   portfolios   in  the
Portfolio Manager       OppenheimerFunds  complex;  formerly Vice President of
since 2000              the Manager (June 1990 - June 2000).
Age: 52.

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

Mark Zavanelli          Vice President (since November 2000) of the Manager;
Vice President and      a Chartered Financial Analyst; an officer of 2
Portfolio Manager       portfolios in the OppenheimerFunds complex. Prior to
since 2000              joining the Manager in May 1998 he was President of
Age: 33.                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  (since  March
Treasurer since 1999    1999) of the Manager;  Treasurer (since March 1999) of
Age: 44.                HarbourView Asset Management Corporation,  Shareholder
                        Services,  Inc.,  Oppenheimer  Real  Asset  Management
                        Corporation,  Shareholder  Financial  Services,  Inc.,
                        Oppenheimer  Partnership  Holdings,  Inc., OFI Private
                        Investments,      Inc.     (since     March     2000),
                        OppenheimerFunds      International      Ltd.      and
                        OppenheimerFunds   plc   (offshore   fund   management
                        subsidiaries  of the Manager) (since May 2000) and OFI
                        Institutional  Asset Management,  Inc. (since November
                        2000);  Treasurer and Chief  Financial  Officer (since
                        May  2000)  of OFI  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 82 portfolios
                        in the OppenheimerFunds complex.

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

Connie Bechtolt         Assistant Vice President of the Manager (since
Assistant Treasurer     September 1998); formerly Manager/Fund Accounting
since 2002              (September 1994-September 1998) of the Manager. An
Age: 40.                officer of 82 portfolios in the OppenheimerFunds
                        complex.

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

Philip Vottiero         Vice  President/Fund  Accounting of the Manager (since
Assistant Treasurer     March   2002);   formerly   Vice   President/Corporate
since 2002              Accounting  of  the  Manager  (July  1999-March  2002)
Age: 40.                prior to  which  he was  Chief  Financial  Officer  at
                        Sovlink   Corporation   (April   1996-June  1999).  An
                        officer  of  82  portfolios  in  the  OppenheimerFunds
                        complex.

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

Robert G. Zack          Executive  Vice  President  (since  January  2004) and
Vice President &    General  Counsel (since February 2002) of the Manager;
Secretary since 2001    General  Counsel and a director  (since November 2001)
Age: 55.                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.,   OFI  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
                        OppenheimerFunds plc (October  1997-November 2001). An
                        officer  of  82  portfolios  in  the  OppenheimerFunds
                        complex.

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

Kathleen T. Ives        Vice  President  (since June 1998) and Senior  Counsel
Assistant Secretary     (since  October 2003) of the Manager;  Vice  President
since 2001              (since 1999) of  OppenheimerFunds  Distributor,  Inc.;
Age: 38.                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 an  Assistant  Counsel  (August  1994-October
                        2003) and  Assistant  Vice  President  of the  Manager
                        (August  1997-June  1998). An officer of 82 portfolios
                        in the OppenheimerFunds complex.

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

Denis R. Molleur        Vice  President  and  Senior  Counsel  of the  Manager
Assistant Secretary     (since  July  1999);  formerly  a Vice  President  and
since 2001              Associate Counsel of the Manager (September  1995-July
Age: 46.                1999).   An   officer   of  73   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, 2003. 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 2003.

                                                       Total Compensation
  Trustee Name and         Aggregate Compensation      From All Oppenheimer Funds
  Other Fund               from the Funds as of        For Which Individual
  Position(s) (as          Fiscal Year Ended           Serves As Trustee/Director
  applicable)              December 2003(1)            As of December 31, 2003
                                                           (38 Funds)
- -------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

William L. Armstrong                  $25,639                $118,649
  Chairman   of  the  Board  of
  Trustees  &  Audit  Committee
  Member

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

Robert G. Avis                        $21,930                $101,499
  Review Committee Member

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

George Bowen                          $21,930                $101,499
 Audit Committee Member

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

Edward L. Cameron                     $24,955                $115,503
  Audit Committee Chairman

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

Jon S. Fossel                         $24,955                $155,503
  Review Committee Chairman

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

Sam Freedman                          $21,930                $101,499
  Review Committee Member

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

Beverly Hamilton                      $21,6442            $150,5423 & 4

  Review Committee Member
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

Robert J. Malone                      $21,6445              $100,1793
  Audit Committee Member

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

F. William Marshall, Jr.              $21,930               $149,4996
  Review Committee Member

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


Effective December 15, 2003, James C. Swain retired as Trustee from the Board II
Funds.  Fro the fiscal year ended December 31, 2003, Mr. Swain received  $38,461
aggregate  compensation from the Trust. For the calendar year ended December 31,
2003, Mr. Swain received $178,000 total compensation from all of the Oppenheimer
funds for which he served as Trustee.

1.   Aggregate  Compensation from Fund includes fees and deferred  compensation,
     if any, for a Trustee.

2.   Includes $21,644 deferred under Deferred Compensation Plan described below.
3.   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 37  Oppenheimer
     funds at December 31, 2003).

4.   Includes $50,363  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.
5.   Includes $21,644 deferred under Deferred Compensation Plan described below.
6.   Includes $48,000 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.

     |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 SEC, 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.

|X| Major  Shareholders.  As of ____________,  2004, 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 Manager and the  following
insurance companies and their respective affiliates:

(i)  Allianz Life Insurance Company of North America  ("Allianz"),  Minneapolis,
     MN;
(ii) Allmerica  Financial  Life  Insurance  &  Annuity  Company   ("Allmerica"),
     Worcester, MA;
(iii) Allstate Life Insurance Company, ("Allstate"), Northbrook, IL;
(iv) American Express Financial Advisors Inc. ("American Express"), Minneapolis,
     MN;
(v)  American General Annuity Insurance Company ("American  General"),  Houston,
     TX;
(vi) CUNA Mutual Life Insurance Company ("CUNA"), Madison, WI;
(vii) GE Life & Annuity Assurance Company ("GE"), Richmond, VA;
(viii) ING Life Insurance and Annuity Company ("ING"), Hartford, CT;
(ix) Massachusetts  Mutual Life Insurance Company  ("MassMutual"),  Springfield,
     MA;
(x)  Minnesota Life Insurance Company ("Minnesota"), St. Paul, MN;
(xi) Monarch Life Insurance Company ("Monarch"), Springfield MA;
(xii) Nationwide Life Insurance Company ("Nationwide"), Columbus, OH;
(xiii) Protective Life Insurance Company ("Protective"), Birmingham, AL;
(xiv) The Prudential Insurance Company of America ("Prudential"), Newark, NJ;
(xv) Sage  Life  Assurance  of  America,  Inc.  ("Sage"),  Stamford,  CT;  (xvi)
     Transamerica Life Insurance Company ("Transamerica"), Cedar Rapids, IO; and
     (xvii) Travelers  Insurance Company  ("Travelers"),  Hartford,  CT. (xviii)
     Such shares were held as shown in Appendix D.

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 (except Money Fund/VA),  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 SEC 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.


     Portfolio  Proxy  Voting.  The Fund  (except  Money  Fund/VA)  has  adopted
Portfolio  Proxy  Voting  Policies  and  Procedures  under  which the Fund votes
proxies  relating to  securities  ("portfolio  proxies")  held by the Fund.  The
Fund's  primary  consideration  in voting  portfolio  proxies  is the  financial
interests  of  the  Fund  and  its  shareholders.   The  Fund  has  retained  an
unaffiliated  third-party as its agent to vote  portfolio  proxies in accordance
with the Fund's  Portfolio  Proxy Voting  Guidelines and to maintain  records of
such portfolio proxy voting.  The Proxy Voting Guidelines  include provisions to
address  conflicts of interest  that may arise between the fund and OFI where an
OFI directly-controlled affiliate manages or administers the assets of a pension
plan of a company  soliciting  the proxy.  The  Fund's  Portfolio  Proxy  Voting
Guidelines on routine and non-routine proxy proposals are summarized below.

o    The Fund  votes  with the  recommendation  of the  issuer's  management  on
     routine matters,  including  election of directors  nominated by management
     and ratification of auditors, unless circumstances indicate otherwise.

o    In  general,  the  Fund  opposes   anti-takeover   proposals  and  supports
     elimination of anti-takeover proposals, absent unusual circumstances.
o    The Fund supports  shareholder  proposals to reduce a  super-majority  vote
     requirement,  and opposes management proposals to add a super-majority vote
     requirement.
o    The Fund opposes proposals to classify the board of directors.
o    The Fund supports proposals to eliminate cumulative voting.
o    The Fund opposes re-pricing of stock options.
o    The Fund generally considers executive compensation questions such as stock
     option  plans and bonus plans to be ordinary  business  activity.  The Fund
     analyzes stock option plans, paying particular  attention to their dilutive
     effect.  While the Fund generally supports management  proposals,  the Fund
     opposes plans it considers to be excessive.

     The Fund will be required to file new Form N-PX,  with its  complete  proxy
voting  record for the 12 months  ended June 30th,  no later than August 31st of
each year.  The first such filing is due no later than August 31, 2004,  for the
twelve months ended June 30, 2004. Once filed,  the Fund's Form N-PX filing will
be available (i) without charge,  upon request, by calling the Fund toll-free at
1.800.225.5677 and (ii) on the SEC's website at www.sec.gov.
                                                -----------


|X| 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, from January 1, 2002
to December 17,  2002,  the Manager had  undertaken  to  voluntarily  reduce the
management  fee of Strategic Bond Fund/VA,  if the relative  performance of that
Fund  was  at  or  below  the  following  criteria.  If  the  trailing  12-month
performance  of Strategic  Bond Fund/VA at the end of any calendar  quarter were
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  had  undertaken  to  reduce  the
management  fee for that Fund by 0.10% for the following  fiscal quarter and for
each quarter  thereafter  until its performance  improved,  and if ranked in the
fourth  quintile of that peer group,  the Manager had  undertaken  to reduce the
management  fee by 0.05% for the following  fiscal  quarter and for each quarter
thereafter until its performance improved.

Management Fees for the Fiscal Year Ended December 31
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

Fund                             2001             2002             2003

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

Aggressive Growth Fund/VA     $12,164,540      $8,292,465       $7,110,272

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

Bond Fund/VA                  $ 4,571,739      $4,896,856       $4,954,407

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

Capital Appreciation          $12,843,798      $10,670,415      $9,930,998
Fund/VA

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

Global Securities Fund/VA     $12,404,364      $11,712,612      $12,206,333

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

High Income Fund/VA           $2,563,318       $2,518,441       $3,196,862

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

Main Street Fund(R)/VA          $7,073,905       $7,045,796       $7,442,344

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

Main Street Small Cap          $114,814         $170,358         $338,340

Fund(R)/VA
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

Money Fund/VA                 $1,294,520       $1,738,866       $1,424,167

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

Balanced Fund/VA              $4,312,500       $3,758,161       $3,526,680

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

Strategic Bond Fund/VA        $2,440,218       $2,771,6432      $3,673,166

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

Value Fund/VA                    N/A1             N/A1            $23,894

- ------------------------------------------------------------------------------
1.    Shares of Value Fund/VA were not offered for sale during the periods
   shown.
2.    The Manager voluntarily reimbursed $ 44,031 in management fees under
   the expense limitation described above. Management fees are shown in the
   table before reimbursement.

    The investment advisory agreements state that in the absence of willful
misfeasance, bad faith or, 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.

|X|   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 Independent
Trustees who assisted the Board in its deliberations. Counsel to the
Independent Trustees is independent of the Manager within the meaning and
intent of the SEC Rules regarding the independence of counsel.


      After careful deliberation, the Board, including the Independent
Trustees concluded that it was in the best interest of shareholders to
continue the investment advisory agreement for another year. 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
agreement, including the investment advisory fee, in light of all of the
surrounding circumstances. After careful deliberation the Board of Trustees
concluded that it was in the best interests of shareholders to continue the
investment advisory agreements for another year.


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, 2001, 2002 and 2003; and (ii) for the Funds'
fiscal year ended December 31, 2003, 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:

- -----------------------------------------------------------------------------------
                                                         Transactions Commissions
                           Total Brokerage Commissions   Directed for     Paid
                                Paid by the Funds         Research2       For
                                                                       Research2
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------

Fund                        2001       2002      2003        2003         2003

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

Aggressive Growth Fund/VA $2,943,962$1,393,475 $3,477,965$404,154,929   $658,178

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

Bond Fund/VA              $759,725   $389,802   $84,234       $0           $0

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

Capital Appreciation      $2,151,288$1,335,268 $2,183,642$166,790,151   $293,217
Fund/VA

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

Global Securities Fund/VA $2,591,256$2,699,449 $2,836,950$310,494,239   $649,194

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

High Income Fund/VA        $8,024     $4,865    $2,592        $0           $0

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

Main Street Fund(R)/VA      $1,563,519$2,349,576 $1,722,472$222,161,491   $282,908

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

Main Street Small Cap      $73,472   $136,159  $214,890   $2,993,734     $4,949
Fund(R)/VA

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

Balanced Fund/VA          $565,744   $478,215  $827,890  $40,684,045    $90,068

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

Strategic Bond Fund/VA     $38,184   $61,906    $63,992       $0           $0

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

Value Fund/VA               N/A1       N/A1     $17,817   $2,181,439     $4,388

- -----------------------------------------------------------------------------------
1. Shares of Value Fund/VA were not offered for sale during the periods
   shown in the chart.
2. 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 and Class 4 Shares)


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 and Class 4 shares under Rule 12b-1 of the Investment Company
Act, pursuant to which each Fund will make compensation 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 and Class 4
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 service plan, the Funds currently use the fees it receives to
pay brokers, dealers and other financial institutions (they are referred to
as "recipients") for personal services and account maintenance services they
provide for their customers who hold Service and Class 4 shares. The services
include, among others, answering customer inquiries about the Funds,
assisting in establishing and maintaining accounts in the Funds, and
providing other services at the request of the Funds.

      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 and Class 4 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, 2003 (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, 2003 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,
2003, for all Funds having Service class shares outstanding as of that date,
were as follows:

- --------------------------------------------------------------------------
                    Fund                       Service Plan Payments by
                                                         OFDI
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------

Oppenheimer Aggressive Growth Fund/VA                   $9,523
Service Shares

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

Oppenheimer Bond Fund/VA Service Shares                 $9,743

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

Oppenheimer Capital Appreciation Fund/VA               $119,754
Service Shares

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

Oppenheimer Global Securities Fund/VA                  $228,953
Service Shares

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

Oppenheimer High Income Fund/VA Service                $102,739
Shares

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

Oppenheimer Main Street Fund(R)/VA Service              $244,739
Shares

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

Oppenheimer Main Street Small Cap Fund(R)/VA              $62,135
Service Shares

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

Oppenheimer Balanced Fund/VA Service Shares             $24,612

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

Oppenheimer Strategic Bond Fund/VA Service              $86,361
Shares

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

      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 and Class 4 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 and Class 4 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 calling the Funds' Transfer Agent
at 1.800.981.2871 or by visiting the Oppenheimerfunds Internet website at
www.oppenheimerfunds.com.
- ------------------------

      The Funds' illustrations of their performance data in advertisements
must comply with rules of the SEC. 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 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:
o     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.
o     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.
o     An investment in the Fund is not insured by the FDIC or any other
         government agency.
o     The Funds' performance returns do not reflect the effect of taxes on
         dividends and capital gains distributions.
o     The principal value of the Funds' shares and total returns are not
         guaranteed and normally will fluctuate on a daily basis.
o     When an investor's shares are redeemed, they may be worth more or less
         than their original cost.
o     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.
o     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.

o     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


o     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

The Funds' Total Returns for the Periods Ended 12/31/03

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

Aggressive Growth Fund/VA        25.59%          0.31%          6.50%
Non-Service Shares (8/15/86)

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

Aggressive Growth Fund/VA        25.44%         -22.10%          N/A
Service Shares (10/16/00)

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

Bond Fund/VA                     6.78%           5.57%          6.28%
Non-Service Shares (4/3/85)

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

Bond Fund/VA                     6.56%           8.82%           N/A
Service Shares (5/1/02)

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

Capital Appreciation Fund/VA     30.94%          3.42%          12.37%
Non-Service Shares (4/3/85)

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

Capital Appreciation Fund/VA     30.69%          4.29%           N/A
Service Shares (9/18/01)

- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Global Securities Fund/VA

Non-Service Shares               43.02%         10.28%          9.97%

(11/12/90)
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------

Global Securities Fund/VA        42.86%         -2.87%           N/A
Service Shares (7/13/00)

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

Global Securities Fund/VA         N/A1           N/A1            N/A1
Class 3 shares (5/1/03)

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

Global Securities Fund/VA         N/A2           N/A2            N/A2
Class 4 shares (5/1/04)

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

High Income Fund/VA              23.96%          4.37%          6.47%
Non-Service Shares (4/30/86)

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

High Income Fund/VA              23.79%          9.28%           N/A
Service Shares (9/18/01)

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

Main Street Fund(R)/VA             26.72%          0.52%          10.66%
Non-Service Shares (7/5/95)

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

Main Street Fund(R)/VA             26.44%         -5.82%           N/A
Service Shares (7/13/00)

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

Main Street Small Cap
Fund(R)/VA                         44.36%          7.72%          6.02%
Non-Service Shares (5/1/98)

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

Main Street Small Cap
Fund(R)/VA                         44.24%          9.96%           N/A
Service Shares (7/16/01)

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

Money Fund/VA (4/3/85)           0.79%           3.45%          4.27%

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

Balanced Fund/VA                 24.96%          6.37%          8.87%
Non-Service Shares(2/9/87)

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

Balanced Fund/VA                 24.69%          7.56%           N/A
Service Shares (5/1/02)

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

Strategic Bond Fund/VA           18.07%          7.02%          6.92%
Non-Service Shares (5/3/93)

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

Strategic Bond Fund/VA           17.16%          9.22%           N/A
Service Shares (3/19/01)

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

(1)   Because  Class 3 shares of Global  Securities  Fund/VA  were not offered
    for a full calendar year during the Fund's fiscal year ended  December 31,
    2003, no performance  information is included in the table above for Class
    3 shares.
(2)                                              Because  Class  4  shares  of
    Global  Securities  Fund/VA  were not offered for sales  during the Fund's
    fiscal  year ended  December  31,  2003,  no  performance  information  is
    included in the table above for Class 4 shares.


o     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 = 2 (A - B + 1) - 1
                       ------
                         CD


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

      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.


o     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, 2004. 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)

- ----------------------------------------------------------------------------
                      Standardized Yield for the   Dividend Yield for the
        Fund                    30-Day                     30-Day

                        Period Ended 12/31/03       Period Ended 3/31/04

- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
Bond Fund/VA

Non-Service Shares              3.60%                       5.75%

- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
Bond Fund/VA

Service Shares                  3.36%                       5.72%

- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
High Income Fund/VA

Non-Service Shares              6.30%                       8.12%

- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
High Income Fund/VA

Service Shares                  6.07%                       8.07%

- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
Strategic Bond

Fund/VA                         3.96%                       6.85%
Non-Service Shares

- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
Strategic Bond

Fund/VA                         3.55%                       6.65%
Service Shares

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

o     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"). 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|   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 or Transfer Agent, and of the investor services provided by them to
shareholders of the Oppenheimer funds, 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 its advertisements and sales
literature the total return performance of a hypothetical investment account
that includes shares of one or more of the Funds and other Oppenheimer 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, the funds 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.

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 values of shares, and therefore are
indirectly borne by shareholders through their investment.
      For any Fund that has more than one class 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 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 distribution and service plan (12b-1) fees, 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 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., Eastern time, but may
close earlier on some other days (for example, in case of weather emergencies
or on days falling before a U.S. holiday). All references to time in this
Statement of Additional Information mean "Eastern time." The Exchange's most
recent annual announcement (which is subject to change) states that it will
close on New Year's Day, Martin Luther King, Jr. Day, Presidents' 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
holidays) or after 4:00 P.M. on a regular business day. Because the Funds'
net asset values will not be calculated on those days, the Fund's net asset
values per share may be significantly affected on such 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 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 Exchange, will not be reflected
in the Funds' calculation of its net asset values that day unless the Manager
determines that the event is likely to effect a material change in the value
of the security. The Manager, or an internal valuation committee established
by the Manager, as applicable, may establish a valuation, under procedures
established by the Board and subject to the approval, ratification and
confirmation by the Board at its next ensuing meeting.

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


o     Equity securities with readily available market quotes 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.

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

            1. at the last sale price on the principal exchange on which it
               is traded, as reported by such exchange at its trading session
               ending at or most recently prior to the time fixed for
               valuation of securities.

2.    at the last sale price obtained by the Manager from the report of the
               principal exchange on which the security is traded at its last
               trading session on or immediately before the valuation date, or
3.    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.


o     Long-term debt securities having a remaining maturity in excess of 60
days are valued by a portfolio pricing service using a methodology acceptable
to the Fund or by the Manager by averaging the mean between the "bid" and
"marked" prices from two active and reliable market makers in the security on
the basis of reasonable inquiry.

o     The following securities are valued at the price determined by a
pricing service using a methodology acceptable to the Fund:
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.


o     The following securities are valued at cost, adjusted for amortization
of premiums and accretion of discounts to maturity:
1.    money market debt securities held by a non-money market fund that had a
               maturity of 397 days or less 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.


      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 generally
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.  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 averaging 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.


o     Securities (including restricted securities) not having
readily-available market quotations are valued at fair value determined under
the Board's procedures.


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 and Class
4 shares are expected to be lower. That is because of the effect of the
additional fee on Service and Class 4 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 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. That undertaking may be amended or withdrawn at any time. The
Transfer Agent also acts as shareholder servicing agent for the other
Oppenheimer funds. 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 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.

The Custodian Bank. JPMorgan Chase Bank is the custodian of the Fund's
assets. The custodian's responsibilities include safeguarding and controlling
the Fund's portfolio securities and handling the delivery of such securities
to and from the Fund. It is the practice of the Funds to deal with the
custodian in a manner uninfluenced by any banking relationship the custodian
may have with the Manager and its affiliates. The Funds' cash balances with
the custodian 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'  annual  financial  statements  and  perform
other  related audit  services.  They also act as auditors for the Manager and
for certain other funds advised by 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.

CAE: Bonds rated CAE 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 CAE. 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, Inc.
- ------------------------------------------------------------------------------


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.

Dominion Bond Rating Service Limited ("DBRS")
- ------------------------------------------------------------------------------

Short-Term Ratings

R-1: Short term debt rated "R-1 (high)" is of the highest credit quality, and
indicates an entity which possesses unquestioned ability to repay current
liabilities as they fall due. Entities rated in this category normally
maintain strong liquidity positions, conservative debt levels and
profitability which is both stable and above average. Companies achieving an
"R-1 (high)" rating are normally leaders in structurally sound industry
segments with proven track records, sustainable positive future results and
no substantial qualifying negative factors. Given the extremely tough
definition which DBRS has established for an "R-1 (high)", few entities are
strong enough to achieve this rating. Short term debt rated "R-1 (middle)" is
of superior credit quality and, in most cases, ratings in this category
differ from "R-1 (high)" credits to only a small degree. Given the extremely
tough definition which DBRS has for the "R-1 (high)" category (which few
companies are able to achieve), entities rated "R-1 (middle)" are also
considered strong credits which typically exemplify above average strength in
key areas of consideration for debt protection. Short term debt rated "R-1
(low)" is of satisfactory credit quality. The overall strength and outlook
for key liquidity, debt and profitability ratios is not normally as favorable
as with higher rating categories, but these considerations are still
respectable. Any qualifying negative factors which exist are considered
manageable, and the entity is normally of sufficient size to have some
influence in its industry.

R-2: Short term debt rated "R-2" is of adequate credit quality and within the
three subset grades (high, middle, low), debt protection ranges from having
reasonable ability for timely repayment to a level which is considered only
just adequate. The liquidity and debt ratios of entities in the "R-2"
classification are not as strong as those in the "R-1" category, and the past
and future trend may suggest some risk of maintaining the strength of key
ratios in these areas. Alternative sources of liquidity support are
considered satisfactory; however, even the strongest liquidity support will
not improve the commercial paper rating of the issuer. The size of the entity
may restrict its flexibility, and its relative position in the industry is
not typically as strong as the "R-1 credit". Profitability trends, past and
future, may be less favorable, earnings not as stable, and there are often
negative qualifying factors present which could also make the entity more
vulnerable to adverse changes in financial and economic conditions.

                                  Appendix B

             INDUSTRY CLASSIFICATIONS (Oppenheimer Money Fund/VA)


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

                                       Enterprises

Gas Utilities                          U.S. Government Instrumentalities
Health Care Equipment & Supplies   U.S. Government Obligations
Health Care Providers & Services   Water Utilities
Hotels Restaurants & Leisure       Wireless Transportation Services
Household Durables
Household Products

                                  Appendix C

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


Aerospace & Defense                  Household Products
Air Freight & Couriers               Industrial Conglomerates
Airlines                             Insurance
Auto Components                      Internet & Catalog Retail
Automobiles                          Internet Software & Services
Beverages                            IT Services
Biotechnology                      Leisure Equipment & Products
Building Products                  Machinery
Chemicals                            Marine
Consumer Finance                     Media
Commercial Banks                     Metals & Mining
Commercial Services & Supplies       Multiline Retail
Communications Equipment             Multi-Utilities
Computers & Peripherals              Office Electronics
Construction & Engineering           Oil & Gas
Construction Materials               Paper & Forest Products
Containers & Packaging               Personal Products
Distributors                         Pharmaceuticals
Diversified Financial Services       Real Estate
Diversified Telecommunication        Road & Rail
Services
Electric Utilities                   Semiconductors and Semiconductor

                                     Equipment

Electrical Equipment                 Software
Electronic Equipment & Instruments   Specialty Retail
Energy Equipment & Services          Textiles, Apparel & Luxury Goods
Food & Staples Retailing             Thrifts & Mortgage Finance
Food Products                        Tobacco
Gas Utilities                        Trading Companies & Distributors
Health Care Equipment & Supplies     Transportation Infrastructure
Health Care Providers & Services     Water Utilities


                                     C-1

Hotels Restaurants & Leisure         Wireless Telecommunication Services
Household Durables

                                  Appendix D


Major  Shareholders.  As of  ___________,  2004 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]:


                           Total                            Allstate
                           Shares                Allmerica    Life     American
                        in the fund   Allianz    Financial   Ins. Co    Express
Aggressive Growth                    1    *
Fund/VA
Non-Service Shares      32,018,377.74                *          *          *

Aggressive Growth
Fund/VA
Service Shares            22,727.994      *          *      19,844.946     *
                                                                87.31%
Bond Fund/VA                         2    *
Non-Service Shares      68,285,272.77                *          *          *

Bond Fund/VA
Service Shares           334,995.053      *          *          *          *

Capital Appreciation                 4    *
Fund/VA
Non-Service Shares      49,633,328.58                *          *          *

Capital Appreciation                             86,761.549
Fund/VA
Service Shares           831,371.171      *     2               *          *
                                                     34.49%
Global Securities                    7    *
Fund/VA
Non-Service Shares      89,617,629.33                *          *          *

Global Securities                         *
Fund/VA
Service Shares          3,677,462.261           591,208.330     *          *
                                                     16.08%
High Income Fund/VA                  5    *
Non-Service Shares      49,060,489.71                *          *          *

High Income Fund/VA                       *                 2   *
Service Shares          3,126,787.344           2,727,948.89               *
                                                     87.24%
Main Street Fund/VA     58,122,194.442               *
Non-Service Shares                  4,201,359.586               *          *
                                           7.23%
Main Street Fund/VA                       *                 64,236.023
Service Shares          4,203,081.054           362,674.4333               *
                                                      8.63%      8.67%
Main Street Small Cap                     *                 18,556.124
Fund/VA
Non-Service Shares      1,707,347.105                *     2               *
                                                                12.80%
Main Street Small Cap                                       76,091.722
Fund/VA
Service Shares           909,559.394      *          *     7           54,220.590
                                                                85.33%      5.96%
Money Fund/VA           357,811,956.654   *          *          *          *


Balanced Fund/VA                     8    *

Non-Service Shares      34,727,311.99                *          *          *


Balanced Fund/VA                                 51,585.296
Service Shares           231,905.087      *     1           76,610.010     *

                                                     65.37%     33.04%
Strategic Bond Fund/VA               92   *
Non-Service Shares      101,008,055.2                *          *          *

Strategic Bond Fund/VA                    *                 25,886.212
Service Shares          3,099,709.946                *     6          270,062.863
                                                                20.19%      8.71%
Value Fund/VA            300,000.000      *          *          *          *


                          American                                     assMutual
                           General      CUNA        GE         ING    M
Aggressive Growth                                ,544,037.3
Fund/VA                                                    70   *      7,188,282.131
Non-Service Shares            *           *     3                     1
                                                     11.07%                53.68%
Aggressive Growth
Fund/VA
Service Shares                *           *          *          *          *

Bond Fund/VA                                     3,275,303.            4,449,892.390
Non-Service Shares            *           *     1          039  *     2
                                                     19.44%                35.81%
Bond Fund/VA
Service Shares                *           *          *          *          *

Capital Appreciation
Fund/VA                                   *      ,046,573.9     *      2,209,388.504
Non-Service Shares            *                 6          40         1
                                                     12.18%                24.60%
Capital Appreciation
Fund/VA
Service Shares                *           *          *          *          *

Global Securities                                           3,288,717.
Fund/VA                                                               069         59
Non-Service Shares            *           *          *     1          33,483,523.6
                                                                14.83%     37.36%
Global Securities
Fund/VA                                   *      ,099,567.2     *
Service Shares                *                 2          43              *
                                                     57.09%
High Income Fund/VA                   ,469,396.448              *
Non-Service Shares            *      7          14,632,046.587        15,257,953.040
                                          15.22%     29.82%                31.10%
High Income Fund/VA
Service Shares                *           *          *          *          *

Main Street Fund/VA                                         ,497,189.606
Non-Service Shares            *           *          *     3          17,236,970.694
                                                                 6.02%     29.66%
Main Street Fund/VA                       *                     *
Service Shares                *                 2,406,688.614              *
                                                     57.26%
Main Street Small Cap
Fund/VA                                                         *      58,966.903
Non-Service Shares        386,062.260     *          *                8
                               22.61%                                      50.31%
Main Street Small Cap
Fund/VA
Service Shares                *           *          *          *          *

                                                                *
Money Fund/VA                 *           *          *                302,526,277.230
                                                                           84.55%

Balanced Fund/VA                          *                     *
Non-Service Shares            *                 5,669,233.111         8,882,630.510

                                                     16.32%                25.58%

Balanced Fund/VA

Service Shares                *           *          *          *          *

Strategic Bond Fund/VA                               *
Non-Service Shares            *           *                18,727,996.61,710,813.668
                                                                18.54%     61.09%
Strategic Bond Fund/VA
Service Shares                *           *          *          *          *

Value Fund/VA                 *           *          *          *          *


                          Minnesota              ationwide             rotective
                            Life       Monarch  N              OFI    P
Aggressive Growth
Fund/VA                                   *      ,144,885.1     *
Non-Service Shares            *                 8          42              *
                                                     25.44%
Aggressive Growth
Fund/VA
Service Shares                *           *          *          *          *

Bond Fund/VA                                                    *
Non-Service Shares                              25,396,313.788             *
                                                     37.19%
Bond Fund/VA
Service Shares                *           *          *          *          *

Capital Appreciation
Fund/VA                                   *      3,506,877.     *
Non-Service Shares            *                 2          243             *
                                                     47.36%
Capital Appreciation
Fund/VA                                   *      42,478.215
Service Shares                *                 3               *          *
                                                     41.19%
Global Securities
Fund/VA                                   *      5,648,094.     *
Non-Service Shares            *                 3          263             *
                                                     39.78%
Global Securities
Fund/VA                                   *      44,204.186
Service Shares                *                 8               *          *
                                                     22.96%
High Income Fund/VA
Non-Service Shares            *           *          *          *          *

High Income Fund/VA
Service Shares            200,849.530     *          *          *          *
                                6.42%
Main Street Fund/VA                       *                     *
Non-Service Shares            *                 24,221,685.600        4,233,858.528
                                                     41.67%                 7.28%
Main Street Fund/VA                       *
Service Shares                *                 662,865.761     *          *
                                                     15.77%
Main Street Small Cap
Fund/VA
Non-Service Shares            *           *          *          *          *

Main Street Small Cap
Fund/VA
Service Shares                *           *          *          *          *

                              *                      *          *
Money Fund/VA                        18,067,231.372                   26,951,762.170
                                           5.05%                            7.53%

Balanced Fund/VA                      ,567,782.0            03  *
Non-Service Shares            *      2          13,930,949.8               *

                                           7.39%     40.12%

Balanced Fund/VA

Service Shares                *           *          *          *          *

Strategic Bond Fund/VA                                          *
Non-Service Shares            *           *          *                11,850,299.945
                                                                           11.73%
Strategic Bond Fund/VA                    *                     *
Service Shares                *                 1,760,060.171              *
                                                     56.78%
                                                     *
Value Fund/VA                 *           *                300,000.000     *
                                                               100.00%

                         Prudential     Sage    TransamericaTravelers
Aggressive Growth
Fund/VA
Non-Service Shares            *           *          *          *

Aggressive Growth
Fund/VA
Service Shares              2,033.182     *          *          *
                                8.95%
Bond Fund/VA
Non-Service Shares            *           *          *          *

Bond Fund/VA                  *
Service Shares                       334,854.479     *          *
                                          99.96%
Capital Appreciation
Fund/VA
Non-Service Shares            *           *          *          *

Capital Appreciation
Fund/VA
Service Shares                *           *      42,389.667 68,829.567
                                                      5.10%      8.28%
Global Securities
Fund/VA
Non-Service Shares            *           *          *          *

Global Securities
Fund/VA
Service Shares                *           *          *          *

High Income Fund/VA
Non-Service Shares            *           *          *          *

High Income Fund/VA
Service Shares                *           *          *          *

Main Street Fund/VA
Non-Service Shares            *           *          *          *

Main Street Fund/VA
Service Shares                *           *          *          *

Main Street Small Cap
Fund/VA                       *       26,226.250
Non-Service Shares                   1               *          *
                                           7.39%
Main Street Small Cap
Fund/VA
Service Shares                *           *          *          *

Money Fund/VA                 *           *          *          *


Balanced Fund/VA

Non-Service Shares            *           *          *          *


Balanced Fund/VA

Service Shares                *           *          *          *

Strategic Bond Fund/VA
Non-Service Shares            *           *          *          *

Strategic Bond Fund/VA                    *
Service Shares                *                 422,932.846     *
                                                     13.64%
Value Fund/VA                 *           *          *          *

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

Investment Advisor

      OppenheimerFunds, Inc.
      Two World Financial Center
      225 Liberty Street, 11th Floor
      New York, New York 10281-1008


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

Custodian Bank
      JPMorgan Chase Bank
      4 Chase Metro Tech Center
      Brooklyn, New York 11245

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



PXOVAF.001.0504

                      OPPENHEIMER VARIABLE ACCOUNT FUNDS

                                  FORM N-1A

                                    PART C

                              OTHER INFORMATION


Item 23.  Exhibits
- ------------------

(a)

      (i)   Fourteenth  Amended  and  Restated   Declaration  of  Trust  dated
            5/1/03:   Previously   filed  with   Registrant's   Post-Effective
            Amendment No. 41 (5/1/03) and incorporated herein by reference.

      (ii)  Form  of  Amendment  No.  1  dated  02/24/03  to the  Amended  and
            Restated  Declaration of Trust dated  08/27/02:  Previously  filed
            with Registrant's  Post-Effective  Amendment No. 40 (2/11/03), and
            incorporated herein by reference.
      (iii) Thirteenth  Amended  and  Restated   Declaration  of  Trust  dated
            8/27/02:   Previously  filed  with   Registrant's   Post-Effective
            Amendment No. 38 (10/08/02), and incorporated herein by reference.

(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:
            Previously filed with  Registrant's  Post-Effective  Amendment No.
            38 (10/08/02), and incorporated herein by reference.
(xxii)      Oppenheimer  Global  Securities  Fund/VA  Class 3  specimen  share
            certificate:  Previously  filed with  Registrant's  Post-Effective
            Amendment No. 40 (2/11/03), and incorporated herein by reference.

(xxiii)     Oppenheimer  Main Street  Fund/VA  Service  class  specimen  share
            certificate:  Previously  filed with  Registrant's  Post-Effective
            Amendment No. 41 (5/1/03) and incorporated herein by reference.
(xxiv)      Oppenheimer Main Street Fund/VA  Non-Service  class specimen share
            certificate:  Previously  filed with  Registrant's  Post-Effective
            Amendment No. 41 (5/1/03) and incorporated herein by reference.
(xxv) Oppenheimer   Global   Securities   Fund/VA   Class  4  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: Filed with Registrant's  Post-Effective Amendment No. 39
            (12/20/02) and incorporated herein by reference.

(e)
(i)   General  Distributors  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  Distributors  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  Distributors   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  Distributors  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  Distributors   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  Distributors   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 Distributors  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  Distributors  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  Distributors  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  Distributors  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  Distributors  Agreement for Service shares of Oppenheimer Value
            Fund/VA dated  10/22/02:  Filed with  Registrant's  Post-Effective
            Amendment No. 39 (12/20/02) and incorporated herein by reference.
(xii) Oppenheimer   Global  Securities   Fund/VA  Class  4  Service  Plan  and
            Agreement: Filed herewith.

(f)   Form    of    Deferred     Compensation     Plan    for    Disinterested
      Trustees/Directors:  Previously 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)   Global Custody Agreement dated August 16, 2002 between Registrant
            and JPMorgan Chase Bank: Previously filed with Registrant's
            Post-Effective Amendment No. 41 (5/1/03) and incorporated herein
            by reference.
      (ii)  Amendment dated October 2, 2003 to the Global Custody Agreement
            dated August 16, 2002: Previously filed with Pre-Effective
            Amendment No. 1 to the Registration Statement of Oppenheimer
            Principal Protected Trust II (Reg. 333-108093), 11/6/03, 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:    Filed   with    Registrant's
            Post-Effective   Amendment  No.  39  (12/20/02)  and  incorporated
            herein by reference.

(n)   Oppenheimer  Funds Multiple Class Plan under Rule 18f-3 updated  through
      10/22/02:  Previously filed with Post-Effective  Amendment No. 22 to the
      Registration  Statement of Oppenheimer Global Growth & Income Fund (Reg.
      No. 33-33799), 11/20/02, and incorporated herein by reference.


(o)
      (i)   Powers of Attorney for all Trustees/Directors (except for Richard
            F. Grabish) and Officers dated 10/9/03: Previously filed with
            Pre-Effective Amendment No. 1 to the Registration Statement of
            Oppenheimer Principal Protected Trust II (Reg. No. 333-108093),
            11/6/03, and incorporated herein by reference.


(p)   Amended and Restated Code of Ethics of the  Oppenheimer  Funds dated May
      15,  2002  under  Rule  17j-1  of the  Investment  Company  Act of 1940:
      Previously   filed  with   Post-Effective   Amendment   No.  29  to  the
      Registration  Statement of Oppenheimer Discovery Fund (Reg. No. 33-371),
      11/22/02, 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 Seven 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,             None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Robert Agan,                   Vice President of OppenheimerFunds Distributor,
Vice President                 Inc. and Centennial Asset Management
                               Corporation; Senior Vice President of
                               Shareholders Services, Inc.

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Erik Anderson,                 None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Janette Aprilante,             Secretary of OppenheimerFunds Distributor, Inc.,
Vice President & Secretary     Centennial Asset Management Corporation,

                               Oppenheimer Partnership Holdings, Inc.,
                               Oppenheimer Real Asset Management, Inc.,
                               Shareholder Financial Services, Inc.,
                               Shareholder Services, Inc., HarbourView Asset
                               Management Corporation, OFI Private Investments,
                               Inc., OFI Institutional Asset Management, Inc.
                               and OppenheimerFunds Legacy Program; Assistant
                               Secretary of OFI Trust Company.

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Hany S. Ayad,                  None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John Michael Banta,            None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Joanne Bardell,                None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Lerae A. Barela,               None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Kevin Baum,                    None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Jeff Baumgartner,              None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Connie Bechtolt,               None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Robert Behal                   Assistant Secretary of HarbourView Asset
Assistant Vice President       Management Corporation.

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Kathleen Beichert,             Vice President of OppenheimerFunds Distributor,
Vice President                 Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Gerald Bellamy,                Assistant Vice President of OFI Institutional
Assistant Vice President       Asset Management, Inc.

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Erik S. Berg,                  None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Victoria Best,                 Vice President of OFI Institutional Asset
Vice President                 Management, Inc.

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Rajeev Bhaman,                 None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Craig Billings,                Formerly President of Lorac Technologies, Inc.
Assistant Vice President       (June 1997-July 2001).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Mark Binning,                  None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Robert J. Bishop,              Treasurer of OppenheimerFunds, Inc. and
Vice President                 Centennial Asset Management Corporation.

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

Tracey Blinzer,                Assistant Vice President of OppenheimerFunds
Vice President                 Distributor, Inc.

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John R. Blomfield,             None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Chad Boll,                     None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Antulio N. Bomfim,             A senior economist with the Federal Reserve
Vice President                 Board (June 1992-October 2003).

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Robert Bonomo,                 None
Senior Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Jennifer Bosco,                None
Assistant Vice President

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Lowell Scott Brooks,           Vice President of OppenheimerFunds Distributor,
Vice President                 Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Joan Brunelle,                 None
Vice President

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Richard Buckmaster,            None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Paul Burke,                    None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Mark Burns,                    None
Assistant Vice President

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

Bruce Burroughs,               None
Vice President

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Claudia Calich,                None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Debra Casey,                   None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Ronald G. Chibnik,             None
Assistant Vice President

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

Brett Clark,                   None
Assistant Vice President

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
H.C. Digby Clements,           None
Vice   President:    Rochester
Division
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Peter V. Cocuzza,              None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Susan Cornwell,                Vice President of Centennial Asset Management
Vice President                 Corporation, Shareholder Financial Services,
                               Inc. and Shareholder Services, Inc.

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

Scott Cottier,                 None
Vice   President:    Rochester
Division

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Laura Coulston,                None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Julie C. Cusker,               None
Assistant Vice President:
Rochester Division
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
George Curry,                  None.
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

John Damian,                   None
Vice President

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John M. Davis,                 Assistant Vice President of OppenheimerFunds
Assistant Vice President       Distributor, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Ruggero de'Rossi,              Vice President of HarbourView Asset Management
Senior Vice President          Corporation.

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Craig P. Dinsell,              None
Executive Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Randall C. Dishmon,            None
Assistant Vice President

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

Rebecca K. Dolan               None
Vice President

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

Steven D. Dombrower,           Senior Vice President of OFI Private
Vice President                 Investments, Inc.; Vice President of
                               OppenheimerFunds Distributor, Inc.

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

Thomas Doyle,                  None
Assistant Vice President

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

Bruce C. Dunbar,               None
Senior Vice President

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

Richard Edmiston,              None
Assistant Vice President

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Daniel R. Engstrom,            None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
James Robert Erven             Formerly an Assistant Vice President/Senior
Assistant Vice President       Trader with Morgan Stanley Investment Management
                               (1999-April 2002).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
George R. Evans,               None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Edward N. Everett,             None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Kathy Faber,                   None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
David Falicia,                 None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Scott T. Farrar,               Vice President of OFI Private Investments, Inc.
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Katherine P. Feld,             Vice President of OppenheimerFunds, Distributor,
Vice President, Senior Counsel Inc. and of Oppenheimer Real Asset Management,
                               Inc.; Vice President, Assistant Secretary and

                               Director of Centennial Asset Management

                               Corporation.

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Emmanuel Ferreira,             Formerly a portfolio manager with Lashire
Vice President                 Investments (July 1999-December 2002).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Ronald H. Fielding,            Vice President of OppenheimerFunds Distributor,
Chairman: Rochester Division   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.

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Brian Finley,                  None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

John E. Forrest,               Senior Vice President of OppenheimerFunds
Senior Vice President          Distributor, Inc.

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

Jordan Hayes Foster,           Vice President of OFI Institutional Asset
Vice President                 Management, Inc.

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
P. Lyman Foster,               Senior Vice President of OppenheimerFunds
Senior Vice President          Distributor, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
David Foxhoven,                Assistant Vice President of OppenheimerFunds
Assistant Vice President       Legacy Program.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Colleen M. Franca,             None
Assistant Vice President

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

Richard Frank,                 None
Vice   President:    Rochester
Division

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

Dominic Freud,                 Formerly, a Partner and European Equity
Vice President                 Portfolio manager at SLS Management (January
                               2002-February 2003) prior to which he was head
                               of the European equities desk and managing
                               director at SG Cowen (May 1994-January 2002).

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

Dan Gagliardo,                 None
Assistant Vice President

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Hazem Gamal,                   None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Dan P. Gangemi,                None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Subrata Ghose,                 None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Charles W. Gilbert,            None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Alan C. Gilston,               None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Sharon M. Giordano-Auleta,     None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Jill E. Glazerman,             None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Mike Goldverg,                 None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Bejamin J. Gord,               Vice President of HarbourView Asset Management
Vice President                 Corporation and of OFI Institutional Asset
                               Management, Inc. Formerly Executive Director
                               with Miller Anderson Sherrerd, a division of
                               Morgan Stanley Investment Management. (April
                               1992-March 2002).

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Laura Granger,                 None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Robert B. Grill,               None
Senior Vice President

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

Robert Gwynn,                  None
Vice   President:    Rochester
                                    Division

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Robert Haley,                  None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Marilyn Hall,                  None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Ping Han,                      None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Kelly Haney,                   None
Assistant Vice President

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Steve Hauenstein,              None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Thomas B. Hayes,               None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Michael Henry,                 None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Catherine Heron,               None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Dennis Hess,                   None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Dorothy F. Hirshman,           None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Daniel Hoelscher,              None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Edward Hrybenko,               Vice President of OppenheimerFunds Distributor,
Vice President                 Inc.

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Scott T. Huebl,                Assistant Vice President of OppenheimerFunds
Vice President                 Legacy Program.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Margaret Hui,                  None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

John Huttlin,                  Senior Vice President (Director of the
Vice President                 International Division) of OFI Institutional
                               Asset Management, Inc.

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
James G. Hyland,               None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Steve P. Ilnitzki,             None
Senior Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Kathleen T. Ives,              Vice President and Assistant Secretary of
Vice  President  and Assistant OppenheimerFunds Distributor, Inc. and
Secretary                      Shareholder Services, Inc.; Assistant Secretary
                               of Centennial Asset Management Corporation,
                               OppenheimerFunds Legacy Program and Shareholder
                               Financial Services, Inc.

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

William Jaume,                 Senior Vice President of HarbourView Asset
Vice President                 Management Corporation and OFI Institutional
                               Asset Management, Inc.; Director of OFI Trust
                               Company.

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Frank V. Jennings,             None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John Jennings,                 None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John Michael Johnson,          Formerly Vice President, Senior
Assistant Vice President       Analyst/Portfolio Manager at Aladdin Capital
                               Holdings Inc. (February 2001-May 2002).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Charles Kandilis,              Formerly managing director of Kandilis Capital
Assistant Vice President       Management (September 1993-August 2002).

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

Jennifer E. Kane,              None
Assistant Vice President

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

Lynn O. Keeshan,               Assistant Treasurer of OppenheimerFunds Legacy
Senior Vice President          Program

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Thomas W. Keffer,              None
Senior Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Cristina J. Keller,            Vice President of OppenheimerFunds Distributor,
Vice President                 Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Michael Keogh,                 Vice President of OppenheimerFunds Distributor,
Vice President                 Inc.

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Walter G. Konops,              None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
James Kourkoulakos,            None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Brian Kramer,                  None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Lisa Lamentino,                None
Vice President

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

Tracey Lange,                  Vice President of OppenheimerFunds Distributor,
Vice President                 Inc.

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John Latino,                   Formerly a Senior Trader/Portfolio Engineer at
Assistant Vice President       Jacobs Levy Equity Management (June 1996-August
                               2002).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Guy E. Leaf,                   Formerly a Vice President of Merrill Lynch
Vice President                 (January 2000-September 2001).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Christopher M. Leavy,          None
Senior Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Dina C. Lee,                   Assistant Secretary of OppenheimerFunds Legacy
Assistant Vice  President & Program.
Assistant Counsel

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

Dana Lehrer,                   Assistant Secretary of Oppenheimer Legacy Program
Assistant Vice President

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

Laura Leitzinger,              Senior Vice President of Shareholder Services,
Vice President                 Inc.; Vice President of Shareholder Financial

                               Services, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Michael S. Levine,             None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Gang Li,                       None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Shanquan Li,                   None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Mitchell J. Lindauer,          None
Vice   President  &  Assistant
General Counsel
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Bill Linden,                   None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Malissa B. Lischin,            Assistant Vice President of OppenheimerFunds
Assistant Vice President       Distributor, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
David P. Lolli,                None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Daniel G. Loughran             None
Vice   President:    Rochester
Division

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Patricia Lovett,               Vice President of Shareholder Financial
Vice President                 Services, Inc. and Senior Vice President of
                               Shareholder Services, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Dongyan Ma,                    Formerly an Assistant Vice President with
Assistant Vice President       Standish Mellon Asset Management (October
                               2001-October 2003).

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

Steve Macchia,                 None
Vice President

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

Michael Magee,                 Vice President of OppenheimerFunds Distributor,
Vice President                 Inc.

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

Jerry Mandzij,                 None
Assistant Vice President

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

Angelo G. Manioudakis          Senior Vice President of HarbourView Asset
Senior Vice President          Management Corporation and of OFI Institutional
                               Asset Management, Inc. Formerly Executive
                               Director and portfolio manager for Miller,
                               Anderson & Sherrerd, a division of Morgan
                               Stanley Investment Management (August 1993-April
                               2002).

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

LuAnn Mascia,                  Vice President of OppenheimerFunds Distributor,
Vice President                 Inc.

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

Susan Mattisinko,              Formerly an Associate at Sidley Austin Brown and
Vice President                 Wood LLP (1995 - October 2003).

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Elizabeth McCormack,           Assistant Secretary of HarbourView Asset
Assistant Vice President       Management Corporation.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Joseph McGovern,               None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Charles L. McKenzie,           As of May 2003: Chief Executive Officer,
Senior Vice President          President, Senior Managing Director and Director
                               of HarbourView Asset Management Corporation and
                               OFI Institutional Asset Management, Inc.;
                               President, Chairman and Director of Trinity
                               Investment Management Corporation

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Andrew J. Mika,                None
Senior Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Joy Milan,                     None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Denis R. Molleur,              None
Vice President &Senior
Counsel
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Nikolaos D. Monoyios,          None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Charles Moon,                  Vice President of HarbourView Asset Management
Vice President                 Corporation and of OFI Institutional Asset
                               Management, Inc. Formerly an Executive Director
                               and Portfolio Manager with Miller Anderson &
                               Sherrerd, a division of Morgan Stanley
                               Investment Management (June 1999-March 2002).

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

John Murphy,                   Director of OppenheimerFunds Distributor, Inc.,
Chairman, President, Chief     Centennial Asset Management Corporation,
Executive Officer & Director   HarbourView Asset Management Corporation, OFI
                               Private Investments, Inc., OFI Institutional
                               Asset Management, Inc. and Tremont Advisers,
                               Inc.; Director of Trinity Investments Management
                               Corporation; President and Management Director
                               of Oppenheimer Acquisition Corp.; President and
                               Director of Oppenheimer Partnership Holdings,
                               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.

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

Kevin Murray,                  None
Assistant Vice President

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Thomas J. Murray,              None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Kenneth Nadler,                None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Christina Nasta,               Vice President of OppenheimerFunds Distributor,
Vice President                 Inc.

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

Annabel Neilon,                None
Assistant Vice President

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Richard Nichols,               None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Barbara Niederbrach,           None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
William Norman,                None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

John O'Hare,                   Formerly Executive Vice President and Portfolio
Vice President                 Manager (June 2000 - August 2003) and Portfolio
                               Manager and Senior Vice President (August 1997 -
                               June 2000) at Geneva Capital Management, Ltd.

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Frank J. Pavlak,               None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
David P. Pellegrino,           None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Allison C. Pells,              None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Susan Pergament,               None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Brian Petersen,                None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
James F. Phillips,             None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Gary Pilc,                     None
Assistant Vice President

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Peter E. Pisapia,              Formerly, Associate Counsel at SunAmerica Asset
Assistant Vice President & Management Corp. (December 2000-December 2002).
Assistant Counsel
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Jeaneen Pisarra,               None
Assistant Vice President

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

Raghaw Prasad,                 None
Assistant Vice President

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Jane C. Putnam,                None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Michael E. Quinn,              None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Julie S. Radtke,               None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Norma J. Rapini,               None
Assistant Vice President:
Rochester Division
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Brian N. Reid,                 Formerly an Assistant Vice President with Eaton
Assistant Vice President       Vance Management (January 2000-January 2002).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Marc Reinganum,                Formerly (until August 2002) Vaughn Rauscher
Vice President                 Chair in Financial Investments and Director,
                               Finance Institute of Southern Methodist
                               University, Texas.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Jill Reiter,                   None
Assistant Vice President

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Kristina Richardson,           None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Claire Ring,                   None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
David Robertson,               Senior Vice President of OppenheimerFunds
Senior Vice President          Distributor, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Rob Robis,                     None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Antoinette Rodriguez,          None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Stacey Roode,                  Formerly, Assistant Vice President of Human
Vice President                 Resources of OFI (200-July 2002)
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Jeffrey S. Rosen,              None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Stacy Roth,                    None
Vice President

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
James H. Ruff,                 President and Director of OppenheimerFunds
Executive Vice President       Distributor, Inc. and Centennial Asset
                               Management Corporation; Executive Vice President
                               of OFI Private Investments, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Andrew Ruotolo,                Vice Chairman, Treasurer, Chief Financial
Executive   Vice    President, Officer and Management Director of Oppenheimer
Chief  Financial  Officer  and Acquisition Corp.; President and Director of
Director                       Shareholder Services, Inc. and Shareholder
                               Financial Services, Inc.; Director of Trinity
                               Investment Management Corporation; Chairman of
                               the Board, Chief Executive Officer, President
                               and Director of OFI Trust Company.

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Rohit Sah,                     None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Valerie Sanders,               None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Karen Sandler,                 None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Tricia Scarlata,               Formerly, Marketing Manager of OppenheimerFunds,
Assistant Vice President       Inc. (April 2001-August 2002).

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Rudi Schadt,                   Formerly a consultant for Arthur Andersen
Vice President                 (August 2001-February 2002); director, senior

                               quantitative analyst at Brinson Partners
                               (September 2000, April 2001).

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

Jill Schmitt,                  None
Assistant Vice President

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Ellen P. Schoenfeld,           None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Maria Schulte,                 None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Scott A. Schwegel,             None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Allan P. Sedmak                None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Jennifer L. Sexton,            Senior Vice President of OFI Private
Vice President                 Investments, Inc.

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Martha A. Shapiro,             None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Navin Sharma,                  Formerly, Manager at BNP Paribas Cooper Neff
Vice President                 Advisors (May 2001-April 2002).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Steven J. Sheerin,             None
Vice President

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Bonnie Sherman,                None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
David C. Sitgreaves,           None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Edward James Sivigny           Formerly a Director for ABN AMRO Securities
Assistant Vice President       (July 2001-July 2002).

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

Enrique H. Smith,              None
Assistant Vice President

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Louis Sortino,                 None
Assistant Vice President:
Rochester Division
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Keith J. Spencer,              None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Marco Antonio Spinar,          Formerly, Director of Business Operations at AOL
Assistant Vice President       Time Warner, AOL Time Warner Book Group (June
                               2000-December 2001).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Richard A. Stein,              None
Vice   President:    Rochester
Division
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Arthur P. Steinmetz,           Senior Vice President of HarbourView Asset
Senior Vice President          Management Corporation.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Jennifer Stevens,              None
Assistant Vice President

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Gregory J. Stitt,              None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

John P. Stoma,                 Senior Vice President of OppenheimerFunds
Senior Vice President          Distributor, Inc.

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Wayne Strauss,                 None
Assistant Vice President:
Rochester Division
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Michael Stricker,              Vice President of Shareholder Services, Inc.
Vice President

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

Deborah A. Sullivan,           Since December 2001, Secretary of OFI Trust
Assistant Vice President,      Company.
Assistant Counsel

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

Mary Sullivan,                 None
Assistant Vice President

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

Michael Sussman,               Vice President of OppenheimerFunds Distributor,
Vice President                 Inc.

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Susan B. Switzer,              None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Martin Telles,                 Senior Vice President of OppenheimerFunds
Senior Vice President          Distributor, Inc.

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

Paul Temple,                   Formerly a Vice President of Merrill Lynch
Vice President                 (October 2001-January 2002).

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

Vincent Toner,                 None
Assistant Vice President

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Eamon Tubridy,                 None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Keith Tucker,                  None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
James F. Turner,               Formerly portfolio manager for Technology
Vice President                 Crossover Ventures (May 2000-March 2001).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Tane Tyler,                    Formerly Vice President and Assistant General
Vice  President  and Associate Counsel at INVESCO Funds Group, Inc. (September
Counsel                        1991 - December 2003)

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Cameron Ullyat,                None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Angela Utaro,                  None
Assistant Vice President:
Rochester Division
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Mark S. Vandehey,              Vice President of OppenheimerFunds Distributor,
Vice President                 Inc., Centennial Asset Management Corporation
                               and Shareholder Services, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Maureen Van Norstrand,         None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Vincent Vermette,              Assistant Vice President of OppenheimerFunds
Assistant Vice President       Distributor, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Phillip F. Vottiero,           None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Teresa M. Ward,                Vice President of OppenheimerFunds Distributor,
Vice President                 Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Jerry A. Webman,               Senior Vice President of HarbourView Asset
Senior Vice President          Management Corporation.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Christopher D. Weiler,         None
Vice   President:    Rochester
Division

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

Barry D. Weiss,                Vice President of HarbourView Asset Management
Vice President                 Corporation

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Melissa Lynn Weiss,            Formerly an Associate at Hoguet Newman & Regal,
Vice President                 LLP (January 1998-May 2002).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Christine Wells,               None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Joseph J. Welsh,               Vice President of HarbourView Asset Management
Vice President                 Corporation.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Diederick Wermolder,           Director of OppenheimerFunds International Ltd.;
Vice President                 Senior Vice President (Managing Director of the
                               International Division) of OFI Institutional
                               Asset Management, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Catherine M. White,            Assistant Vice President of OppenheimerFunds
Assistant Vice President       Distributor, Inc.; member of the American

                               Society of Pension Actuaries (ASPA) since 1995.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
William L. Wilby,              Formerly Senior Vice President of HarbourView
Senior Vice President          Asset Management Corporation (May 1999-July
                               2002).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Donna M. Winn,                 President, Chief Executive Officer and Director
Senior Vice President          of OFI Private Investments, Inc.; Director and
                               President of OppenheimerFunds Legacy Program;
                               Senior Vice President of OppenheimerFunds
                               Distributor, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Kenneth Winston,               None
Senior Vice President

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

Philip Witkower,               Senior Vice President of OppenheimerFunds
Senior Vice President          Distributor, Inc.

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Brian W. Wixted,               Treasurer of HarbourView Asset Management
Senior Vice President and      Corporation; OppenheimerFunds International
Treasurer                      Ltd., Oppenheimer Partnership Holdings, Inc.,

                               Oppenheimer Real Asset Management, Inc.,
                               Shareholder Services, Inc., Shareholder
                               Financial Services, Inc., OFI Private
                               Investments, Inc., OFI Institutional Asset
                               Management, Inc. and OppenheimerFunds Legacy
                               Program; Treasurer and Chief Financial Officer
                               of OFI Trust Company; Assistant Treasurer of
                               Oppenheimer Acquisition Corp.

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

Carol Wolf,                    Senior Vice President of HarbourView Asset
Senior Vice President          Management Corporation; serves on the Board of

                               the Colorado Ballet.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Kurt Wolfgruber,               Director of Tremont Advisers, Inc. (as of
Executive   Vice    President, January 2002), HarbourView Asset Management
Chief  Investment  Officer and Corporation and OFI Institutional Asset
Director                       Management, Inc. (as of January 2003)

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Caleb C. Wong,                 None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Edward C. Yoensky,             None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Jill Zachman,                  None
Vice   President:    Rochester
Division
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Lucy Zachman,                  None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Robert G. Zack                 General Counsel and Director of OppenheimerFunds
Executive Vice President and   Distributor, Inc.; General Counsel of Centennial
General Counsel                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
                               Investments, Inc. and OFI Trust Company; Vice
                               President and Director of Oppenheimer
                               Partnership Holdings, Inc.; Secretary and
                               General Counsel of Oppenheimer Acquisition
                               Corp.; Director and Assistant Secretary of
                               OppenheimerFunds International Ltd.; Director of
                               Oppenheimer Real Asset Management, Inc.; Vice
                               President of OppenheimerFunds Legacy Program.

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Neal A. Zamore,                None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Mark D. Zavanelli,             None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Alex Zhou,                     None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Arthur J. Zimmer,              Senior Vice President (since April 1999) of
Senior Vice President          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 AMT-Free Municipals
Oppenheimer AMT-Free New York Municipals
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 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 Equity Fund, Inc.
Oppenheimer Global Fund
Oppenheimer Global Opportunities Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer High Yield Fund
Oppenheimer International Bond Fund
Oppenheimer International Growth Fund
Oppenheimer International  Large-Cap  Core  Fund  (a  series  of  Oppenheimer
International Large-
    Cap Core Trust)

Oppenheimer International Small Company Fund

Oppenheimer  International  Value Fund (a series of Oppenheimer  International
Value Trust)
Oppenheimer Limited-Term Government Fund
Oppenheimer  Limited Term Municipal  Fund (a series of  Oppenheimer  Municipal
Fund)
Oppenheimer Main Street 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 Multi Cap Value Fund
Oppenheimer Balanced 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  Principal  Protected  Main Street  Fund (a series of  Oppenheimer
Principal
     Protected Trust)
Oppenheimer Principal Protected Main Street Fund II (a series of Oppenheimer
     Principal Protected Trust II)

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 International Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Real Asset Fund
Oppenheimer Real Estate Fund
Oppenheimer Senior Floating Rate Fund
Oppenheimer Series Fund, Inc. (2 series):

     Oppenheimer Disciplined Allocation Fund
     Oppenheimer Value Fund

Oppenheimer Strategic Income Fund
Oppenheimer Total Return Bond Fund
Oppenheimer Tremont Core Diversified Hedge Fund
Oppenheimer Tremont Market Neutral Fund LLC
Oppenheimer Tremont Market Neutral Hedge Fund
Oppenheimer Tremont Opportunity Fund LLC
Oppenheimer U.S. Government Trust
Oppenheimer Variable Account Funds (11 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 Fund/VA
     Oppenheimer Main Street Small Cap Fund/VA
     Oppenheimer Money Fund/VA
     Oppenheimer Balanced Fund/VA
     Oppenheimer Strategic Bond Fund/VA
     Oppenheimer Value Fund/VA

Panorama Series Fund, Inc. (4 series):
     Growth Portfolio
     Government Securities Portfolio
     Oppenheimer 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, Centennial, Colorado 80112-3924.


The address of OppenheimerFunds,  Inc.,  OppenheimerFunds  Distributor,  Inc.,
HarbourView Asset Management  Corporation,  Oppenheimer  Partnership Holdings,
Inc.,  Oppenheimer  Acquisition  Corp.,  OFI Private  Investments,  Inc.,  OFI
Institutional Asset Management,  Inc. and Oppenheimer Trust Company is 2 World
Financial  Center,  225  Liberty  Street,  11th  Floor,  New  York,  New  York
10281-1008.


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
Registrant's 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
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

James Barker                    Vice President            None
2901B N. Lakewood Avenue
Chicago, IL 60657

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Kathleen Beichert(1)            Vice President            None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Gabriella Bercze(2)             Vice President            None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Robert J. Bishop(1)             Treasurer                 None

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

Douglas S. Blankenship          Vice President            None
17011 Wood Bark Road
Springs, TX 77379

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Tracey Blinzler(1)              Assistant Vice President  None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

David A Borrelli                Vice President            None
105 Black Calla Ct.
San Ramon, CA 94583

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

Michelle Brennan                Assistant Vice President  None

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
L. Scott Brooks(2)              Vice President            None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Kevin E. Brosmith               Senior Vice President     None
5 Deer Path
South Natlick, MA 01760

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

Jeffrey W. Bryan                Vice President            None
1048 Malaga Avenue
Coral Gables, FL 33134

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

Susan Burton                    Vice President            None
4127 Towne Green Circle

Addison, TX 75001
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Kathleen Mary Byron             Vice President            None
6 Dahlia Drive
Irvine, CA 92618
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Andrew Chonofsky                Vice President            None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Robert A. Coli                  Vice President            None
12 White Tail Lane
Bedminster, NJ 07921
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Jeffrey D. Damia(2)             Vice President            None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John Davis(2)                   Assistant Vice President  None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Stephen J. Demetrovits(2)       Vice President            None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Joseph A. DiMauro               Vice President            None
522 Lakeland Avenue
Grosse Pointe, MI 48230

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

Steven Dombrower(2)             Vice President            None

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

George P. Dougherty             Vice President            None
328 Regency Drive
North Wales, PA 19454

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

Cliff H. Dunteman               Vice President            None
N 53 27761 Bantry Road
Sussex, WI 53089-45533

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John Eiler(2)                   Vice President            None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Kent M. Elwell                  Vice President            None
35 Crown Terrace
Yardley, PA 19067
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Gregg A. Everett                Vice President            None
4328 Auston Way
Palm Harbor, FL 34685-4017

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

George R. Fahey                 Senior Vice President     None
2 Pheasant Drive
Ringoes, NJ 08551

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Eric C. Fallon                  Vice President            None
10 Worth Circle
Newton, MA 02458
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Katherine P. Feld(2)            Vice President            Assistant Secretary
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Mark J. Ferro(2)                Senior 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
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Lucio Giliberti                 Vice President            None
6 Cyndi Court
Flemington, NJ 08822
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Raquel Granahan(2)              Vice President            None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Ralph Grant                     Senior Vice President     None
10 Boathouse Close
Mt. Pleasant, SC 29464

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Michael D. Guman                Vice President            None
3913 Pleasant Avenue
Allentown, PA 18103
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Clifford W. Heidinger           Vice President            None
111 Ipswich Road
Boxford, MA 01921

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

Phillipe D. Hemery              Vice President            None
5 Duck Pond Lane
Ramsey, NJ 07446

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

Elyse R. Jurman Herman          Vice President            None
3150 Equestrian Drive
Boca Raton, FL 33496

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Wendy G. Hetson                 Vice President            None
4 Craig Street
Jericho, NY 11753
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
William E. Hortz(2)             Vice President            None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Edward Hrybenko(2)              Vice President            None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Brian F. Husch(2)               Vice President            None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Kathleen T. Ives(1)             Vice President &          Assistant Secretary
                                Assistant Secretary

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

Eric K. Johnson(1)              Vice President            None

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Mark D. Johnson                 Vice President            None
15792 Scenic Green Court
Chesterfield, MO 63017
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Christina J. Keller(2)          Vice President            None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Brian G. Kelly                  Vice President            None
76 Daybreak Road
Southport, CT 06490

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Michael Keogh(2)                Vice President            None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Lisa Klassen(1)                 Assistant Vice President  None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Richard Klein                   Senior Vice President     None
4820 Fremont Avenue So.
Minneapolis, MN 55409
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Richard Knott(1)                Senior Vice President     None

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Dean Kopperud(2)                Senior Vice President     None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Brent A. Krantz                 Senior Vice President     None
P. O. Box 1313
Seahurst, WA 98062
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

David T. Kuzia                  Vice President            None
19102 Miranda Circle
Omaha, NE 68130

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Tracey Lange(2)                 Vice President            None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Paul R. LeMire                  Vice President            None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Evan M. Lereah                  Vice President            None
1468 Catlin Lane
Alexandria, VA 22311

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Malissa Lischin(2)              Assistant Vice President  None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
James V. Loehle                 Vice President            None
30 Wesley Hill Lane
Warwick, NY 10990
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Montana Low                     Vice President            None
1636 N. Wells Street, Apt. 3411
Chicago, IL 60614

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

Craig Lyman                     Vice President            None
7578 Massachusetts Pl
Rancho Cucamonga, CA 91730

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

John J. Lynch                   Vice President            None
6325 Bryan Parkway
Dallas, TX 75214

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Mark Macken                     Vice President            None
462 Lincoln Avenue
Sayville, NY 11782
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Michael Magee(2)                Vice President            None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Steven C. Manns                 Vice President            None
1627 N. Hermitage Avenue
Chicago, IL 60622

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

Todd A. Marion                  Vice President            None
24 Midland Avenue

Cold Spring Harbor, NY 11724
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
LuAnn Mascia(2)                 Vice President            None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Theresa-Marie Maynier           Vice President            None
2421 Charlotte Drive
Charlotte, NC 28203
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Anthony P. Mazzariello          Vice President            None
8 Fairway Road
Sewickley, PA 15143

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John C. McDonough               Vice President            None
3812 Leland Street
Chevy Chase, MD 20815
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Kent C. McGowan                 Vice President            None
9510 190th Place SE
Edmonds, WA 98020

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

Daniel Melehan                  Vice President            None
906 Bridgeport Court
San Marcos, CA 92069

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

Mark Mezzanotte                 Vice President            None
16 Cullen Way
Exeter, NH 03833

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

Robert Moser(1)                 Vice President            None

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

John V. Murphy(2)               Director                  President

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Wendy Jean Murray               Vice President            None
32 Carolin Road
Upper Montclair, NJ 07043
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Christina Nasta(2)              Vice President            None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Kevin P. Neznek(2)              Vice President            None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Chad V. Noel                    Vice President            None
2408 Eagleridge Drive
Henderson, NV 89014
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Bradford Norford                Vice President            None
2217 Ivan Street #911
Dallas, TX 75201

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

Alan Panzer                     Vice President            None
6755 Ridge Mill Lane
Atlanta, GA 30328

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Brian C. Perkes                 Vice President            None
8734 Shady Shore Drive
Frisco, TX 75034
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Charles K. Pettit               Vice President            None
22 Fall Meadow Drive
Pittsford, NY 14534
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Gazell Pettway, Jr.             Vice President            None
18970 Vogel Farm Trail
Eden Paire, MN 55347

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Elaine Puleo-Carter(2)          Senior Vice President     None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Christopher L. Quinson          Vice President            None
7675 Cayuga Drive
Cincinnati, OH 45243

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Minnie Ra                       Vice President            None
100 Dolores Street, #203
Carmel, CA 93923
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Gary D. Rakan                   Vice President            None
10860 Fairwoods Drive
Fishers, IN 46038

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

Dusting Raring                  Vice President            None
27 Blakemore Drive
Ladera Ranch, CA 92797

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

Michael A. Raso                 Vice President            None
3 Vine Place
Larchmont, NY 10538

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Douglas Rentschler              Vice President            None
677 Middlesex Road
Grosse Pointe Park, MI 48230
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Ruxandra Risko(2)               Vice President            None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
David R. Robertson(2)           Senior Vice President     None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Kenneth A. Rosenson             Vice President            None
24753 Vantage Pt. Terrace

Malibu, CA 90265
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
James H. Ruff(2)                President & Director      None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
William R. Rylander             Vice President            None
85 Evergreen Road
Vernon, CT 06066
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Thomas Sabow                    Vice President            None
6617 Southcrest Drive
Edina, MN 55435

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

John Saunders                   Vice President            None
911 North Orange Avenue #401
Orlando, FL 32801

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Alfredo Scalzo                  Vice President            None
9616 Lake Chase Island Way
Tampa, FL 33626
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Jill E. Schmitt (Crockett)(2)   Assistant Vice President  None

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

Thomas Schmitt(2)               Vice President            None

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Eric Sharp                      Vice President            None
862 McNeill Circle
Woodland, CA 95695
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Debbie A. Simon                 Vice President            None
1 W. Superior Street, Apt. 4101
Chicago, IL 60610

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

Douglas Bruce Smith             Vice President            None
8927 35th Street W.
University Place, WA 98466

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

Bryan Stein                     Vice President            None
5897 NW 120th Terrace
Coral Springs, FL 33076

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John Stoma(2)                   Senior Vice President     None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Brian C. Summe                  Vice President            None
2479 Legends Way
Crestview Hills, KY 41017

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Michael Sussman(2)              Vice President            None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
George T. Sweeney               Senior Vice President     None
5 Smoke House Lane
Hummelstown, PA 17036
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
James Taylor(2)                 Assistant Vice President  None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Martin Telles(2)                Senior Vice President     None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

David G. Thomas                 Vice President            None
16628 Elk Run Court
Leesburg, VA 20176

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

Bryan K. Toma                   Vice President            None
7311 W. 145th Terrace
Overland Park, KS 66223

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Mark Vandehey(1)                Vice President            None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Vincent Vermete                 Assistant Vice President  None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Kenneth Lediard Ward            Vice President            None
1400 Cottonwood Valley Circle
N.
Irving, TX 75038

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Teresa Ward(1)                  Vice President            None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Michael J. Weigner              Vice President            None
4905 W. San Nicholas Street
Tampa, FL 33629
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Donn Weise                      Vice President            None
3249 Earlmar Drive
Los Angeles, CA 90064
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
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            Vice President            None
18808 Bravata Court
San Diego, CA 92128
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

John Charles Young              Vice President            None
3914 Southwestern
Houston, TX 77005

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Gregor D. Yuska                 Vice President            None
16035 Canterbury Estates Dr.
Ellisville, MO 63021
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Robert G. Zack(2)               General Counsel &     Vice President &
                                Director                  Secretary

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

(1)6803 South Tucson Way, Centennial, CO 80112-3924

(2)Two World Financial  Center,  225 Liberty Street,  11th Floor, New York, NY
10281-1008

(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 80112-3924.


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 certifies that it meets all
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(a) under the Securities Act of 1933 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York and State of New York on
the 11th day of February, 2004.



                        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/ William L. Armstrong*    Chairman of the             February 11, 2004
- ---------------------------  Board of Trustees
William L. Armstrong

/s/ John V. Murphy*          President, Principal        February 11, 2004
- ------------------------     Executive Officer & Trustee
John V. Murphy

/s/ Brian W. Wixted*         Treasurer, Principal        February 11, 2004
- -------------------------    Financial &
Brian W. Wixted              Accounting Officer

/s/ Robert G. Avis*          Trustee                     February 11, 2004

- ---------------------
Robert G. Avis


/s/ George Bowen*            Trustee                     February 11, 2004

- ----------------------
George Bowen


/s/ Edward Cameron*          Trustee                     February 11, 2004

- ------------------------
Edward Cameron


/s/ Jon S. Fossel*           Trustee                     February 11, 2004

- --------------------
Jon S. Fossel


/s/ Sam Freedman*            Trustee                     February 11, 2004

- ---------------------
Sam Freedman

/s/ Beverly L. Hamilton*

- -------------------------    Trustee                     February 11, 2004
Beverly L. Hamilton


/s/ Robert J. Malone*

- -----------------------      Trustee                     February 11, 2004
Robert J. Malone

/s/ F. William Marshall, Jr.* Trustee                    February 11, 2004

- ----------------------------
F. William Marshall, Jr.


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

                      OPPENHEIMER VARIABLE ACCOUNT FUNDS

                       Post-Effective Amendment No. 41

                           Registration No. 2-93177

                                EXHIBIT INDEX
                                -------------

Exhibit No.       Description
- -----------       -----------


23 (c)(xxv) Oppenheimer Global Securities Fund/VA Class 4 specimen share
            certificate.

23 (e)(xii)       Oppenheimer Global Securities Fund/VA Class 4 Service Plan
            and Agreement.

EX-99.M

                          SERVICE PLAN AND AGREEMENT

                                     WITH

                    OPPENHEIMERFUNDS DISTRIBUTOR, INC. AND

                      OPPENHEIMER VARIABLE ACCOUNT FUNDS


                            FOR CLASS 4 SHARES OF


                      OPPENHEIMER GLOBAL SECURITIES FUND


SERVICE PLAN AND  AGREEMENT  (the "Plan")  dated the 1st day of May,  2004, by
and between  OPPENHEIMER  VARIABLE ACCOUNT FUNDS (the A Trust) for the account
of its OPPENHEIMER  GLOBAL  SECURITIES FUND (the "Fund") and  OPPENHEIMERFUNDS
DISTRIBUTOR, INC. (the "Distributor").

1. The Plan.  This Plan is the  Fund's  written  service  plan for its Class 4
Shares  described  in the Fund's  registration  statement  as of the date this
Plan  takes  effect,  contemplated  by and to  comply  with  Rule  2830 of the
Conduct  Rules  of the  National  Association  of  Securities  Dealers,  Inc.,
pursuant to which the Fund will  reimburse  the  Distributor  for a portion of
its costs incurred in connection with the personal  service and maintenance of
shareholder  accounts (A Accounts)  that hold Class 4 Shares (the "Shares") of
the Fund.  The Fund may be deemed to be acting as  distributor  of  securities
of which  it is the  issuer,  pursuant  to Rule  12b-1  under  the  Investment
Company  Act of 1940 (the "1940  Act"),  according  to the terms of this Plan.
The  Distributor  is  authorized  under  the  Plan to pay  "Insurance  Company
Recipients,"  as  hereinafter  defined,  for  rendering  services  and for the
maintenance  of Accounts.  Such Insurance  Company  Recipients are intended to
have certain rights as third-party beneficiaries under this Plan.


2.  Definitions.  As used in this Plan,  the  following  terms  shall have the
following   meanings:   (a)  "Insurance  Company  Recipient"  shall  mean  any
insurance  company or affiliate  thereof or other  institution  which: (i) has
rendered  services in connection with the personal  service and maintenance of
Accounts;  (ii) shall  furnish  the  Distributor  (on behalf of the Fund) with
such information as the Distributor  shall  reasonably  request to answer such
questions as may arise  concerning  such service;  and (iii) has been selected
by the  Distributor to receive  payments under the Plan.  Notwithstanding  the
foregoing,  a majority of the Trust's  Board of Trustees (the "Board") who are
not  "interested  persons" (as defined in the 1940 Act) and who have no direct
or  indirect  financial  interest  in the  operation  of  this  Plan or in any
agreements  relating to this Plan (the "Independent  Trustees") may remove any
institution as a Insurance Company  Recipient,  whereupon such entity's rights
as a third-party beneficiary hereof shall terminate.

(b) "Qualified  Holdings" shall mean, as to any Insurance  Company  Recipient,
all Shares  owned  beneficially  or of record by: (i) such  Insurance  Company
Recipient,  (ii) such  clients  of such  Insurance  Company  Recipient  and/or
accounts  as to which such  Insurance  Company  Recipient  is a  fiduciary  or
custodian or co-fiduciary or co-custodian (collectively,  the "Customers"), or
(iii)  separate  accounts  created  or  sponsored  by such  Insurance  Company
Recipient  or its  affiliate,  but in no event shall any such Shares be deemed
owned by more  than one  Insurance  Company  Recipient  for  purposes  of this
Plan.  In the event that two  entities  would  otherwise  qualify as Insurance
Company  Recipients  as to the same Shares,  the Insurance  Company  Recipient
which is the  dealer  of  record  on the  Fund's  books  shall be  deemed  the
Insurance Company Recipient as to such Shares for purposes of this Plan.

3.  Payments.  (a)  Under  the  Plan,  the  Fund  will  make  payments  to the
Distributor,  within forty-five (45) days of the end of each calendar quarter,
in the amount of the lesser  of: (i) .0625%  (.25% on an annual  basis) of the
average  during the calendar  quarter of the  aggregate net asset value of the
Shares,  computed  as  of  the  close  of  each  business  day,  or  (ii)  the
Distributor's  actual  expenses  under the Plan for that  quarter  of the type
approved by the Board.  The  Distributor  will use such fee received  from the
Fund in its  entirety to reimburse  itself for  payments to Insurance  Company
Recipients  and for its other  expenditures  and costs of the type approved by
the Board incurred in connection with the personal  service and maintenance of
Accounts  including,  but  not  limited  to,  the  services  described  in the
following   paragraph.   The   Distributor  may  make  Plan  payments  to  any
"affiliated  person" (as defined in the 1940 Act) of the  Distributor  if such
affiliated person qualifies as an Insurance Company Recipient.

The  services  to  be  rendered  by  the  Distributor  and  Insurance  Company
Recipients  in connection  with the personal  service and the  maintenance  of
Accounts may include,  but shall not be limited to, the  following:  answering
routine inquiries from the Insurance Company Recipient's  customers concerning
the Fund,  providing such customers  with  information on their  investment in
Shares,  assisting  in  the  establishment  and  maintenance  of  accounts  or
sub-accounts  in the Fund,  making the Fund's  investment  plans and  dividend
payment options  available,  and providing such other information and customer
liaison  services and the  maintenance  of Accounts as the  Distributor or the
Fund may  reasonably  request.  It may be presumed  that a  Insurance  Company
Recipient has provided services  qualifying for compensation under the Plan if
it has  Qualified  Holdings  of Shares to  entitle  it to  payments  under the
Plan.  In the event  that  either the  Distributor  or the Board  should  have
reason to believe that,  notwithstanding  the level of Qualified  Holdings,  a
Insurance Company Recipient may not be rendering  appropriate  services,  then
the  Distributor,  at the request of the Board,  shall  require the  Insurance
Company  Recipient to provide a written report or other  information to verify
that said Insurance  Company  Recipient is providing  appropriate  services in
this  regard.  If  the  Distributor  still  is  not  satisfied,  it  may  take
appropriate  steps to terminate the Insurance  Company  Recipient's  status as
such  under  the  Plan,  whereupon  such  entity's  rights  as  a  third-party
beneficiary hereunder shall terminate.

Payments  received by the Distributor from the Fund under the Plan will not be
used to pay any interest  expense,  carrying charges or other financial costs,
or allocation of overhead by the  Distributor,  or for any other purpose other
than for the payments  described in this Section 3. The amount  payable to the
Distributor  each  quarter  will be reduced to the extent  that  reimbursement
payments otherwise  permissible under the Plan have not been authorized by the
Board for that quarter.  Any  unreimbursed  expenses  incurred for any quarter
by the Distributor may not be recovered in later periods.

(b) The  Distributor  shall make payments to any Insurance  Company  Recipient
quarterly,  within  forty-five (45) days of the end of each calendar  quarter,
at a rate not to  exceed  .0625%  (.25% on an  annual  basis)  of the  average
during the  calendar  quarter of the  aggregate  net asset value of the Shares
computed as of the close of each  business  day, of Qualified  Holdings  owned
beneficially  or of  record  by  the  Insurance  Company  Recipient  or by its
Customers.  However,  no such payments shall be made to any Insurance  Company
Recipient  for any such quarter in which its  Qualified  Holdings do not equal
or exceed, at the end of such quarter,  the minimum amount ("Minimum Qualified
Holdings"),  if  any,  to be set  from  time  to  time  by a  majority  of the
Independent  Trustees.  A majority of the Independent Trustees may at any time
or from time to time  increase or decrease and  thereafter  adjust the rate of
fees to be paid to the Distributor or to any Insurance Company Recipient,  but
not to exceed  the rate set forth  above,  and/or  increase  or  decrease  the
number of shares  constituting  Minimum  Qualified  Holdings.  The Distributor
shall  notify  all  Insurance  Company  Recipients  of the  Minimum  Qualified
Holdings and the rate of payments  hereunder  applicable to Insurance  Company
Recipients,  and shall provide each Insurance  Company  Recipient with written
notice  within  thirty  (30)  days  after  any  change  in  these  provisions.
Inclusion  of such  provisions  or a change  in such  provisions  in a revised
current prospectus shall constitute sufficient notice.

(c) Under the Plan, payments may be made to Insurance Company Recipients:  (i)
by  OppenheimerFunds,  Inc.  ("OFI") from its own resources (which may include
profits  derived  from  the  advisory  fee it  receives  from the Fund or from
Oppenheimer  Variable Account Funds), or (ii) by the Distributor (a subsidiary
of OFI), from its own resources.

4.  Selection and  Nomination of Trustees.  While this Plan is in effect,  the
selection or replacement  of Independent  Trustees and the nomination of those
persons to be  Trustees of the Trust who are not  "interested  persons" of the
Fund or the Trust shall be  committed  to the  discretion  of the  Independent
Trustees.   Nothing  herein  shall  prevent  the  Independent   Trustees  from
soliciting  the  views or the  involvement  of  others  in such  selection  or
nomination  if the final  decision on any such  selection  and  nomination  is
approved by a majority of the incumbent Independent Trustees.

5.  Reports.  While this Plan is in effect,  the  Treasurer of the Trust shall
provide  at least  quarterly  a written  report to the  Trust's  Board for its
review,  detailing the amount of all payments made pursuant to this Plan,  the
identity of the  Insurance  Company  Recipient of each such  payment,  and the
purposes for which the  payments  were made.  The report  shall state  whether
all  provisions  of  Section  3 of this  Plan have  been  complied  with.  The
Distributor  shall  annually  certify  to the  Board  the  amount of its total
expenses  incurred  that  year  with  respect  to  the  personal  service  and
maintenance of Accounts in  conjunction  with the Board's annual review of the
continuation of the Plan.

6.  Related  Agreements.  Any  agreement  related  to this  Plan  shall  be in
writing and shall  provide that:  (i) such  agreement may be terminated at any
time,  without  payment  of  any  penalty,  by  vote  of  a  majority  of  the
Independent  Trustees or by a vote of the holders of a "majority"  (as defined
in the 1940 Act) of the Fund's  outstanding voting securities of the Class, on
not more than sixty days written  notice to any other party to the  agreement;
(ii)  such  agreement  shall  automatically  terminate  in  the  event  of its
"assignment"  (as defined in the 1940 Act); (iii) it shall go into effect when
approved by a vote of the Board and its  Independent  Trustees  cast in person
at a meeting called for the purpose of voting on such  agreement;  and (iv) it
shall,  unless terminated as herein provided,  continue in effect from year to
year  only so long as such  continuance  is  specifically  approved  at  least
annually  by the  Board  and its  Independent  Trustees  cast in  person  at a
meeting called for the purpose of voting on such continuance.


7.  Effectiveness,  Continuation,  Termination  and  Amendment.  This Plan has
been  approved  by a vote of the  Independent  Trustees  cast in  person  at a
meeting  called on  February  23, 2004 for the purpose of voting on this Plan,
and shall  take  effect on the  later of (i) the date  that  Shares  are first
issued to  OppenheimerFunds,  Inc. or any other  person,  or (ii) May 1, 2004.
Unless terminated as hereinafter  provided,  it shall continue in effect until
October  31,  2005  and  from  year to year  thereafter  or as the  Board  may
otherwise determine only so long as such continuance is specifically  approved
at least annually by the Board and its Independent  Trustees by a vote cast in
person at a meeting  called  for the  purpose  of voting on such  continuance.
This  Plan  may be  terminated  at any  time  by  vote  of a  majority  of the
Independent  Trustees  or by the  vote  of the  holders  of a  "majority"  (as
defined in the 1940 Act) of the Fund's  outstanding voting securities of Class
4.  This  Plan  may not be  amended  to  increase  materially  the  amount  of
payments  to be made  without  approval  of the Class 4  Shareholders,  in the
manner  described  above,  and all material  amendments  must be approved by a
vote of the Board and of the Independent Trustees.


8.   Disclaimer  of  Shareholder  and  Trustee   Liability.   The  Distributor
understands  that the obligations of the Trust under this Plan are not binding
upon any  Trustee or  shareholder  of the Fund  personally,  but bind only the
Fund and the Fund's  property.  The Distributor  represents that it has notice
of the  provisions  of the  Declaration  of  Trust  of  the  Fund  disclaiming
shareholder  and Trustee  liability for acts or  obligations  of the Trust and
the Fund.

                        OPPENHEIMER VARIABLE ACCOUNT FUNDS
                        on behalf of OPPENHEIMER GLOBAL SECURITIES FUND



                        By:   /s/ Robert G. Zack
                              ------------------
                        Robert G. Zack
                        Assistant Secretary


                        OPPENHEIMERFUNDS DISTRIBUTOR, INC.



                        By:   /s/ Katherine P. Feld
                              ---------------------
                        Katherine P. Feld
                        Vice President and Secretary

EX-99.C

                                                              Exhibit 23(c)(xxv)

                     OPPENHEIMER GLOBAL SECURITIES FUND/VA
              Share Certificate for Class 4 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) Class 4 SHARES

                  (centered
                  below boxes)      Oppenheimer        Variable        Account
Funds                         A MASSACHUSETTS BUSINESS TRUST

                  SERIES: OPPENHEIMER GLOBAL SECURITIES FUND/VA

(at left)   THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
                                                   CERTAIN DEFINITIONS

                                                      (box with number)
                                                      CUSIP __________


      (at left)       is the owner of

      (centered)  FULLY PAID Class 4 SHARES OF BENEFICIAL
INTEREST OF


                        OPPENHEIMER GLOBAL SECURITIES 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
                                     1984
                         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)

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

__________________________________________________________  Class 4 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.